Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 07, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AquaVenture Holdings Ltd | ||
Entity Central Index Key | 0001422841 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 185,742,143 | ||
Entity Common Stock, Shares Outstanding | 26,931,225 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 56,618 | $ 118,090 |
Trade receivables, net of allowances of $1,034 and $1,045, respectively | 21,437 | 19,593 |
Inventory | 15,496 | 8,228 |
Current portion of long-term receivables | 6,538 | 6,878 |
Prepaid expenses and other current assets | 8,272 | 3,874 |
Total current assets | 108,361 | 156,663 |
Property, plant and equipment, net | 150,064 | 112,771 |
Construction in progress | 15,427 | 10,437 |
Restricted cash | 4,153 | 4,269 |
Long-term receivables | 40,574 | 43,796 |
Other assets | 6,251 | 4,307 |
Deferred tax asset | 4,191 | 38 |
Intangible assets, net | 205,443 | 122,169 |
Goodwill | 190,999 | 99,495 |
Total assets | 725,463 | 553,945 |
Current Liabilities: | ||
Accounts payable | 8,235 | 3,508 |
Accrued liabilities | 25,116 | 12,837 |
Current portion of long-term debt | 6,494 | 6,483 |
Deferred revenue | 3,890 | 2,454 |
Total current liabilities | 43,735 | 25,282 |
Long-term debt | 313,215 | 167,772 |
Deferred tax liability | 18,465 | 5,266 |
Other long-term liabilities | 13,450 | 11,429 |
Total liabilities | 388,865 | 209,749 |
Commitments and contingencies (see Note 14) | ||
Shareholders' Equity | ||
Ordinary shares, no par value, 250,000 shares authorized; 26,780 and 26,482 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively | ||
Additional paid-in capital | 582,127 | 568,593 |
Accumulated other comprehensive income | (421) | (17) |
Accumulated deficit | (245,108) | (224,380) |
Total shareholders' equity | 336,598 | 344,196 |
Total liabilities and shareholders' equity | $ 725,463 | $ 553,945 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
CONSOLIDATED BALANCE SHEETS | ||
Allowances | $ 1,034 | $ 1,045 |
Common stock par value | $ 0 | $ 0 |
Common stock authorized | 250,000 | 250,000 |
Common stock issued | 26,780 | 26,482 |
Common stock outstanding | 26,780 | 26,482 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Total revenues | $ 145,608 | $ 120,763 | $ 111,572 | |
Cost of revenues | 68,106 | 56,408 | 52,831 | |
Gross Profit | 77,502 | 64,355 | 58,741 | |
Selling, general and administrative expenses | 83,645 | 72,421 | 70,876 | |
Loss from operations | (6,143) | (8,066) | (12,135) | |
Other expense: | ||||
Gain on bargain purchase, net of deferred taxes | 1,429 | |||
Interest expense, net | (15,046) | (11,537) | (11,147) | |
Other income (expense), net | (850) | (1,850) | 1,299 | |
Loss before income tax expense | (22,039) | (21,453) | (20,554) | |
Income tax expense (benefit) | (1,311) | 3,441 | 365 | |
Net loss | (20,728) | (24,894) | (20,919) | |
Other comprehensive income: | ||||
Foreign currency translation adjustment | (404) | (17) | ||
Comprehensive loss | $ (21,132) | $ (24,911) | $ (20,919) | |
Loss per share – basic and diluted (1) | [1] | $ (0.78) | $ (0.94) | $ (0.28) |
Weighted-average shares outstanding – basic and diluted | 26,583 | 26,426 | 25,784 | |
Bulk water | ||||
Total revenues | $ 57,262 | $ 53,436 | $ 50,893 | |
Cost of revenues | 26,516 | 27,145 | 25,525 | |
Gross Profit | 30,746 | 26,291 | 25,368 | |
Rental | ||||
Total revenues | 64,216 | 52,997 | 48,699 | |
Cost of revenues | 28,025 | 23,484 | 21,437 | |
Gross Profit | 36,191 | 29,513 | 27,262 | |
Product sales | ||||
Total revenues | 20,105 | 9,796 | 10,267 | |
Cost of revenues | 13,565 | 5,779 | 5,869 | |
Gross Profit | 6,540 | 4,017 | 4,398 | |
Financing | ||||
Total revenues | 4,025 | 4,534 | 1,713 | |
Gross Profit | $ 4,025 | $ 4,534 | $ 1,713 | |
[1] | Represents loss per share and weighted-average shares outstanding for the period following the Corporate Reorganization and IPO. There were no ordinary shares outstanding prior to October 6, 2016 and, therefore, no loss per share information has been presented for any period prior to that date. (see Note 12). |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (Parenthetical) - shares | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 06, 2016 |
Common stock outstanding | 26,780,000 | 26,482,000 | |
Ordinary Share Units | |||
Common stock outstanding | 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Members EquityMember Units | Ordinary SharesOrdinary Share Units | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Retained Earnings | Total |
Beginning Balance at Dec. 31, 2015 | $ 428,874 | $ 6,449 | $ (170,163) | $ 265,160 | ||
Beginning Balance (in shares) at Dec. 31, 2015 | 111,638 | |||||
Equity Rollforward | ||||||
Share-based compensation prior to Corporate Reorganization | 1,470 | 1,470 | ||||
Issuance for share-based compensation, net of forfeitures (in shares) | (7) | |||||
Exercise of options | $ 2 | 2 | ||||
Exercised (number of shares) | 2 | |||||
Net loss prior to Corporate Reorganization | (13,605) | (13,605) | ||||
Net loss subsequent to Corporate Reorganization | (7,314) | (7,314) | ||||
Share-based compensation | 2,545 | 2,545 | ||||
Effect of the Corporate Reorganization | $ (428,876) | 428,876 | ||||
Effect of the Corporate Reorganization (in shares) | (111,633) | 18,913 | ||||
Issuance of Ordinary shares, net of issuance costs | 118,801 | 118,801 | ||||
Issuance of Ordinary shares, net of issuance costs (in shares) | 7,475 | |||||
Net loss | (20,919) | |||||
Ending Balance at Dec. 31, 2016 | 558,141 | (199,486) | 358,655 | |||
Ending Balance (in shares) at Dec. 31, 2016 | 26,388 | |||||
Equity Rollforward | ||||||
Cumulative effect of accounting standard adoption | (8,404) | (8,404) | ||||
Issuance for share-based compensation, net of forfeitures (in shares) | 70 | |||||
Issuance of share-based compensation, net of forfeiture | (455) | (455) | ||||
Exercise of options | 73 | 73 | ||||
Exercised (number of shares) | 8 | |||||
Employee stock purchase plan | 204 | 204 | ||||
Employee stock purchase plan (in shares) | 16 | |||||
Share-based compensation | 12,120 | 12,120 | ||||
Tax effect for intercompany debt to equity conversion | (1,490) | (1,490) | ||||
Net loss | (24,894) | (24,894) | ||||
Foreign currency translation adjustment | $ (17) | (17) | ||||
Ending Balance at Dec. 31, 2017 | 568,593 | (17) | (224,380) | 344,196 | ||
Ending Balance (in shares) at Dec. 31, 2017 | 26,482 | |||||
Equity Rollforward | ||||||
Issuance for share-based compensation, net of forfeitures (in shares) | 124 | |||||
Issuance of share-based compensation, net of forfeiture | (422) | (422) | ||||
Exercise of options | 442 | 442 | ||||
Exercised (number of shares) | 30 | |||||
Employee stock purchase plan | 285 | 285 | ||||
Employee stock purchase plan (in shares) | 22 | |||||
Share-based compensation | 11,188 | 11,188 | ||||
Issuance of Ordinary shares, net of issuance costs | 2,041 | 2,041 | ||||
Issuance of Ordinary shares, net of issuance costs (in shares) | 122 | |||||
Net loss | (20,728) | (20,728) | ||||
Foreign currency translation adjustment | (404) | (404) | ||||
Ending Balance at Dec. 31, 2018 | $ 582,127 | $ (421) | $ (245,108) | $ 336,598 | ||
Ending Balance (in shares) at Dec. 31, 2018 | 26,780 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (20,728) | $ (24,894) | $ (20,919) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 34,533 | 29,648 | 27,548 |
Share-based compensation expense | 11,188 | 12,120 | 4,015 |
Provision for bad debts | 1,035 | 605 | 1,044 |
Deferred income tax provision | (3,287) | 1,488 | 165 |
Inventory adjustment | 308 | 89 | (23) |
Gain Loss on extinguishment of debt | 1,389 | (1,610) | |
Gain on bargain purchase, net of deferred taxes | (1,429) | ||
Loss on disposal of assets | 1,563 | 1,468 | 1,246 |
Amortization of debt financing fees | 963 | 878 | 816 |
Accretion of debt | 60 | 333 | |
Goodwill impairment | 0 | 0 | 0 |
Other | 23 | 49 | (53) |
Change in operating assets and liabilities: | |||
Trade receivables | 2 | (4,301) | (681) |
Inventory | (2,162) | (1,219) | (450) |
Prepaid expenses and other current assets | (1,135) | (710) | 270 |
Long-term receivable | 5,661 | 6,309 | 1,614 |
Other assets | (4,124) | (3,462) | (2,283) |
Current liabilities | 2,579 | (1,011) | 1,130 |
Long-term liabilities | 463 | 460 | 778 |
Net cash provided by operating activities | 26,882 | 18,966 | 11,511 |
Cash flows from investing activities: | |||
Capital expenditures | (19,626) | (14,445) | (17,256) |
Proceeds from sale of fixed assets | 680 | ||
Net cash paid for acquisition of assets or business | (198,473) | (9,921) | (45,875) |
Proceeds from disposal of business | 2,879 | ||
Other | 22 | 3 | |
Net cash used in investing activities | (214,540) | (24,344) | (63,128) |
Cash flows from financing activities: | |||
Proceeds from long-term debt | 150,000 | 150,000 | 23,675 |
Payments of long-term debt | (6,528) | (118,205) | (17,517) |
Payment of debt financing fees | (70) | (3,677) | (340) |
Payments related to debt extinguishment | (433) | ||
Repayment of secured borrowings | (17,500) | ||
Payment of acquisition contingent consideration | (112) | (864) | |
Proceeds from exercise of stock options | 442 | 73 | 2 |
Shares withheld to cover minimum tax withholdings on equity awards | (422) | (455) | |
Proceeds from the issuance of Employee Stock Purchase Plan shares | 285 | 204 | |
Issuance costs from issuance of ordinary shares in IPO | (1,169) | 123,030 | |
Net cash provided by financing activities | 126,095 | 26,338 | 127,986 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (25) | 4 | |
Change in cash, cash equivalents and restricted cash | (61,588) | 20,964 | 76,369 |
Cash, cash equivalents and restricted cash at beginning of period | 122,359 | 101,395 | 25,026 |
Cash, cash equivalents and restricted cash at end of period | $ 60,771 | $ 122,359 | $ 101,395 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2018 | |
Description of the Business | |
Description of the Business | 1. Description of the Business AquaVenture Holdings Limited is a British Virgin Islands (“BVI”) company, which was formed on June 17, 2016 for the purpose of completing an initial public offering (“IPO”) as the SEC registrant and carrying on the business of AquaVenture Holdings LLC and its subsidiaries. AquaVenture Holdings Limited and its subsidiaries (collectively, “AquaVenture” or the “Company”) provides its customers Water as a Service (“WAAS”) solutions through two operating platforms: Seven Seas Water and Quench. Both operations are critical to AquaVenture, which is headquartered in the BVI. Seven Seas Water offers WAAS solutions by providing outsourced desalination, wastewater treatment and water reuse solutions to governmental, municipal (including utility districts), industrial, property developer and hospitality customers. The desalination solutions utilize reverse osmosis and other purification technologies to produce potable and high purity industrial process water in high volumes for customers operating in regions with limited access to potable water. Through this outsourced desalination service model, Seven Seas Water assumes responsibility for designing, financing, constructing, operating and maintaining the water treatment facilities. In exchange, Seven Seas Water enters into long‑term agreements to sell to customers agreed‑upon quantities of water that meet specified water quality standards. Seven Seas Water currently operates primarily throughout the Caribbean region and South America and is pursuing new opportunities in North America, the Caribbean, South America, Africa, the Middle East and other select markets. For its wastewater treatment and water reuse solutions, Seven Seas Water designs, fabricates and installs plants which can be sold or leased to customers for a contractual term. The wastewater treatment and water reuse solutions offered include scalable modular treatment plants, field-erected plants and temporary bypass plants. In situations where Seven Seas Water leases plants to customers, it typically enters into contracts with a term of 3 to 5 years, except in situations where it provides more short-term bypass solutions. Seven Seas Water is supported by operations centers in Tampa, Florida and Houston, Texas, which provide business development, engineering, field service support, procurement and administrative functions. Quench offers WAAS solutions by providing bottleless filtered water coolers and related services through direct and indirect sales channels. Through its direct sales channel, Quench primarily rents and services point-of-use (“POU”) units to institutional and commercial customers in the United States and Canada. Quench’s typical initial rental contract is two to three years in duration and contains an automatic renewal provision. Quench’s indirect sales channel provides POU systems, filters, parts and services to networks of approximately 250 dealers and retailers predominantly in North America. Quench is supported by an operations center in King of Prussia, Pennsylvania, which provides marketing and business development, field service and supply chain support, customer care and administrative functions. Corporate Reorganization Prior to the IPO, the Company completed a series of reorganization transactions (“Corporate Reorganization”) which are described below: · On July 1, 2016, AquaVenture Holdings LLC contributed all of the stock of AquaVenture Holdings Curaçao N.V., a wholly-owned subsidiary, to AquaVenture Holdings Limited in exchange for 1,000,000 ordinary shares of the Company. · On October 4, 2016, AquaVenture Holdings LLC contributed to AquaVenture Holdings Limited: (i) the stock of Quench USA, Inc. and Seven Seas Water Corporation and (ii) all cash and other remaining assets and liabilities (other than the shares of AquaVenture Holdings Limited it held). Subsequently, AquaVenture Holdings LLC merged with a newly formed subsidiary of AquaVenture Holdings Limited, resulting in each Class A Preferred share, Class B share, Class Q share, Common share, and Management Incentive Plan (“MIP”) share being converted into ordinary shares of AquaVenture Holdings Limited pursuant to the terms of AquaVenture Holdings LLC’s limited liability company agreement. Quench USA Holdings LLC, a member of AquaVenture Holdings LLC, then merged with a separate newly formed subsidiary of AquaVenture Holdings Limited, resulting in the distribution of shares of AquaVenture Holdings Limited to its members pursuant to the terms of Quench USA Holdings LLC’s limited liability company agreement. The reorganization transactions are considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the reorganization transactions are the financial statements of AquaVenture Holdings LLC as the predecessor to the Company for accounting and reporting purposes. Unless otherwise specified, the “Company” refers to the operations of both AquaVenture Holdings Limited and AquaVenture Holdings LLC throughout the remainder of these notes. Initial Public Offering On October 5, 2016, the Company’s IPO was declared effective and on October 12, 2016, the Company completed the sale of 7,475,000 ordinary shares at a public offering price of $18.00 per share. The Company received net proceeds of $118.8 million, after deducting underwriting discounts and commissions and offering expenses. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of AquaVenture Holdings Limited and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include accounting for goodwill and identifiable intangible assets and any related impairment; property, plant and equipment and any related impairment; contract costs and any related impairment; share‑based compensation; allowance for doubtful accounts; obligations for asset retirement; acquisition contingent consideration; and deferred income taxes. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates. Cash and Cash Equivalents The Company classifies all highly liquid investments with an original initial maturity of three months or less as cash equivalents. Cash and cash equivalents consist of cash on hand with domestic and foreign banks and, at times, may exceed insurance limits of the Federal Deposit Insurance Corporation, or similar insurance in foreign jurisdictions. Cash and cash equivalents can also include certain money market accounts and U.S. Treasury bills. All cash and cash equivalents are stated at cost, which approximates fair value due to the short duration of their maturities. Restricted Cash As of December 31, 2018 and 2017, the Company had an aggregate of $4.2 million and $4.3 million, respectively, deposited in restricted bank accounts or deemed restricted for one the Company’s borrowings both of which were classified as long‑term in the consolidated balance sheets. The Company is required to maintain deposits in local restricted bank accounts as a debt service reserve fund and a maintenance reserve fund for a credit facility between a bank and Seven Seas Water (BVI) Limited, an indirect wholly-owned subsidiary of the Company (collectively, the “BVI Loan Agreement”). The required balance of the restricted cash will fluctuate over the term of the agreements based on required debt service payments and is based a percentage of loan proceeds as determined by the bank for the BVI Loan Agreement. As of December 31, 2018 and 2017, $3.7 million and $3.8 million, respectively, was deposited into restricted bank accounts as debt service and maintenance reserve funds in accordance with the terms of the Company’s credit agreements and are classified as a noncurrent asset in the consolidated balance sheets. As of December 31, 2018 and 2017, $0.5 million and $0, respectively, was deemed restricted as a minimum balance requirement in accordance with the terms of one of the Company’s credit agreements and classified as a noncurrent asset in the consolidated balance sheets. Under the terms of a vendor agreement assumed in the acquisition of the BVI operations, the Company was required to retain $930 thousand as a performance security in a restricted bank account until certain contractual provisions are met. The vendor agreement was amended in August 2016 to change certain of the contractual provisions and amend which indirect wholly-owned subsidiary retained the restricted cash. These contractual provisions were met during 2018 and the cash was released. As of December 31, 2018 and 2017, the restricted cash related to vendor agreements was approximately $0 and $501 thousand, respectively. Trade Receivables, net Trade receivables are recorded at invoiced amounts, based principally on meter readings; minimum take‑or‑pay amounts as provided in contractual arrangements; rental agreements; upon the completion of service work performed; or delivery of goods. Trade receivables do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical write‑off experience, delinquency trends, and a specific analysis of significant receivable balances that are past due. Account balances are charged off against the allowance for doubtful accounts after all reasonable collection efforts have been exhausted. As of December 31, 2018 and 2017, the allowance for doubtful accounts was $1.0 million and $1.0 million, respectively. The provision for bad debt expenses for the years ended December 31, 2018, 2017 and 2016 was $1.0 million, $0.6 million and $1.0 million, respectively, and is included in selling, general and administrative expenses (“SG&A”) in the consolidated statements of operations and comprehensive income. Deductions, including write‑offs of uncollectible accounts receivable, to the allowance for doubtful accounts for the years ended December 31, 2018, 2017 and 2016 were $1.0 million, $0.7 million and $0.5 million, respectively. Inventory Inventory is categorized as finished goods, raw materials, work in process and parts, supplies and miscellaneous equipment. Finished goods represent POU water coolers and purification systems which are sold directly to customers, dealers, and retailers. Finished goods also represent POU systems which are held for future rental as well as coffees, teas and other break room supplies which are used in conjunction with the Company’s coffee brewers. Raw materials relate to the underlying materials used to manufacture certain POU units. Work in process relates to POU units and wastewater treatment and water reuse solution projects that are being constructed by the Company and have not yet been completed. Spare parts, supplies and miscellaneous equipment includes plant and filtration and related equipment, filters and parts, and other ancillary products and supplies and relate to the plant and rental assets recorded within property, plant and equipment. All inventory is valued at the lower of cost or net realizable value on a first‑in, first‑out basis and is periodically reviewed for excess and damage. The Company’s inventory, by category, as of December 31, 2018 and 2017, were as follows (in thousands): December 31, 2018 2017 Finished goods $ 7,367 $ 2,890 Spare parts, supplies and miscellaneous equipment 7,472 5,338 Raw materials 357 — Work in process 300 — Total $ 15,496 $ 8,228 Revenue Recognition Through the Seven Seas Water and Quench operating platforms, the Company generates revenues from the following primary sources: (i) bulk water sales and service; (ii) service concession revenue; (iii) rental of equipment; and (iv) product sales. The revenue recognition policy for each of the primary sources of revenue are as follows: Bulk Water Sales and Service. Through the Seven Seas Water operating platform, the Company enters into contracts with customers with a single performance obligation to deliver bulk water or a series of performance obligations to perform substantially the same services with the same pattern of transfer, which can include the operations and maintenance (“O&M”) of a customer-owned plant. The Company recognizes revenues from the delivery of bulk water or the performance of bulk water services at the time the water or services are delivered to the customers in accordance with the contractual agreements. Billings to the customer for both bulk water and the bulk water services are typically based on the volume of water supplied to a customer and typically contain a minimum monthly charge provision which allows the Company to invoice the customer for the greater of the water supplied or a minimum monthly charge. The volume of water supplied is based on meter readings performed at or near the end of the month. The transaction price calculated for bulk water sales and service can include, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenue will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied at contractually established rates. Estimates of revenue for unbilled water are recorded when meter readings occur at a time other than the end of a period. A contract asset or liability may be recognized in instances where there is a difference between the amount billed to a customer and the revenue recognized for the completed O&M performance obligations during the period. Revenues generated from both the delivery of bulk water and performance of services related to bulk water are recorded as bulk water revenue within the consolidated statements of operations and comprehensive income. Certain contracts with customers which require the construction of facilities to provide bulk water to a specific customer include two performance obligations, including an implicit lease for the bulk water facilities and bulk water services, a non-lease component related to O&M services. The implicit lease performance obligation is generally accounted for as an operating lease as a result of the provisions of the contract. The Company considers the implicit lease and bulk water services a single performance obligation and the calculated transaction price can include, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenues will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied and contractually established rates. The revenue recognition pattern for both the lease and non-lease components are the same, with revenues being recognized ratably over the contract period as delivered to the customer. Revenues generated from both the lease and non-lease performance obligations are recorded as bulk water revenue within the consolidated statements of operations and comprehensive income. Service Concession Arrangements. Through the Seven Seas Water operating platform, the Company enters into contracts with customers that are determined to be service concession arrangements. Service concession arrangements are agreements entered into with a public sector entity which controls both (i) the ability to modify or approve the services and prices provided by the operating company and (ii) beneficial entitlement to, or residual interest in, the infrastructure at the end of the term of the agreement. Service concession arrangements typically include more than one performance obligation, including the construction of infrastructure for the customer and an obligation to provide O&M services for the infrastructure constructed for the customer. Billings to the customer for service concession arrangements are typically based on the volume of water supplied to a customer and typically contain a minimum monthly charge provision which allows the Company to invoice the customer for the greater of the water supplied or a minimum monthly charge. The volume of water supplied is based on meter readings performed at or near the end of the month. The transaction price calculated for service concession arrangements includes, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenues will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied at contractually established rates. The transaction price is allocated to the identified performance obligations based on the relative standalone selling prices of the identified performance obligations. The transaction price allocated to the construction of infrastructure performance obligation is recognized as product sales within the consolidated statements of operations and comprehensive income. Product sales are recognized over time, using the input method based on cost incurred, which typically begins at commencement of the construction with revenue being fully recognized upon the completion of the infrastructure as control of the infrastructure is, or is deemed to be, transferred to the customer. In addition, service concession contracts typically include a difference in timing of when control is, or is deemed to be, transferred and the collection of cash receipts, which are collected over the term of the entire arrangement. The timing difference could result in a significant financing component for the construction performance obligations if determined to be a material component of the transaction price. If a significant financing component is identified, the future cash flows included in the transaction price allocated to the construction performance obligations are discounted using a discount rate comparable to a market-based borrowing rate specific to both the customer and terms of the contract. The resulting present value of the allocated future cash flows is recorded as construction revenue with a related long-term receivable as control of the infrastructure is, or is deemed to be, transferred to the customer while the discount amount is considered to be the significant financing component. Future cash flows received from the customer related to the construction performance obligations are bifurcated between principal repayment of the long-term receivable and the related imputed interest income related to the customer financing. The interest income is recorded as financing revenue within the consolidated statements of operations and comprehensive income as providing financing to our customers is a core component of our business model. The transaction price allocated to the O&M performance obligation is recorded as bulk water revenue within the consolidated statements of operations and comprehensive income as the services are provided to the customer. A contract asset or liability may be recognized in instances where there is a difference between the amount billed to a customer and the revenue recognized for the completed O&M performance obligations during the period. Rental of Equipment. Through the Seven Seas Water and Quench operating platform, the Company generates revenues through the rental of its wastewater treatment and water reuse equipment and filtered water and related systems to customers. The rental agreements, which include related executory costs, are accounted for as operating leases and are considered a single unit of account. Billings to the customer for the rental of this equipment, which generally occur either monthly or quarterly, are based on the rental rate as stated within the rental agreement. The transaction price is based on the minimum lease payment as stated within the rental agreement. Revenues are recognized ratably over the rental agreement term and amounts paid by customers in excess of recognizable revenue are recorded as a contract liability, or deferred revenue, in the consolidated balance sheets. Upon the expiration of the initial rental agreement term, the Company may enter into rental agreement extensions in which revenues are recognized ratably over the extension term. Revenues generated under these contracts are recorded as rental revenue within the consolidated statements of operations and comprehensive income. Product Sales Through both the Seven Seas Water and Quench operating platforms, the Company enters into contracts to sell customers water and related filtration equipment, coffee and consumables, and to construct desalination and wastewater treatment and water reuse equipment and facilities, which may include contracts accounted for as sales-type leases. Contracts with customers to sell water and related filtration equipment and coffee and consumables typically include a single performance obligation. The Company recognizes revenues at the time the equipment, coffee or consumables is transferred to the customer, which can be upon either shipment or delivery to the customer. The transaction price is based on the contractual price with the customer. Shipping and handling costs paid by the customer are included in revenues. Billings to the customer for the sale of water and related filtration equipment, coffee and consumables occur at the time the product is transferred to the customer and are based on contract price. Contracts with customers to construct desalination and wastewater treatment and water reuse equipment and facilities typically include a single performance obligation. Construction and equipment revenues are recognized over time, using the input method based on cost incurred, which typically begins at the later of commencement of the construction or at the time the infrastructure is or is deemed to be transferred to the customer with revenue being fully recognized upon the completion of the infrastructure. Billings to the customer to construct desalination and wastewater treatment and water reuse equipment and facilities can occur at contractually designated stages throughout the construction period, at the time the equipment or facility is deemed transferred to the customer, or, in the case of sales-type leases, as stated within the rental agreement. The transaction price is based on the contractual price with the customer. For contracts deemed to be a sales-type lease, the transaction price is based on the minimum lease payment as stated within the rental agreement, discounted at the implicit rate of the contract. Revenues generated under these contracts are recorded as product sales revenue within the consolidated statements of operations and comprehensive income. Future cash flows received from sales-type leases are bifurcated between principal repayment of the long-term receivable and the related imputed interest income related to the customer financing. The interest income is recorded as financing revenue within the consolidated statements of operations and comprehensive income. Contract Costs Contract costs includes contract acquisition costs, deferred lease costs and contract fulfillment costs which are all recorded within other assets in the consolidated balance sheets. Contract acquisition costs consist of incremental costs incurred by the Company to originate contracts with customers. Contract acquisition costs, which generally include commissions and other costs that are only incurred as a result of obtaining a contract, are capitalized when the incremental costs are expected to be recovered over the contract period. All other costs incurred regardless of obtaining a contract are expensed as incurred. Contract acquisition costs are amortized over the period the costs are expected to contribute directly or indirectly to future cash flows, which is generally over the contract term, on a basis consistent with the transfer of goods or services to the customer to which the costs relate. There were no contract acquisition costs as of December 31, 2018 or December 31, 2017. Deferred lease costs consist of initial direct costs incurred by the Company to originate leases. The costs capitalized are directly related to the negotiation and execution of leases and primarily consist of internal compensation and benefits as lease origination activities are performed internally by the Company. Deferred lease costs are amortized on a straight‑line basis over the lease term. Deferred lease costs, net as of December 31, 2018 and December 31, 2017 were $3.7 million and $3.2 million, respectively, and are recorded in other assets in the consolidated balance sheets. Contract fulfillment costs consist of costs incurred by the Company to fulfill a contract with a customer and are capitalized when the costs generate or enhance resources that will be used in satisfying future performance obligations of the contract and the costs are expected to be recovered. Contract fulfillment costs capitalized generally include contracted services, direct labor, materials, and allocable overhead directly related to resources required to fulfill the contract. Contract fulfillment costs are amortized over the period the costs are expected to contribute directly or indirectly to future cash flows, which is generally over the contract term, on a basis consistent with the transfer of good or services to the customer to which the costs relate. Contract fulfillment costs, net as of December 31, 2018 and December 31, 2017 were $1.5 million and $0.8 million, respectively, and are recorded in other assets in the consolidated balance sheets. Total contract costs amortization for the years ended December 31, 2018, 2017 and 2016 was $2.7 million, $2.2 million and $1.2 million, respectively. Contract costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company had no impairment charges related to contract costs during the year ended December 31, 2018. Sales Taxes Assessed by Governmental Agencies The Company collects sales tax for various taxing authorities and records these amounts on a net basis; thus, sales tax amounts are not included in revenues. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation or amortization. Depreciation and amortization is calculated using a straight‑line method with an allowance for estimated residual values. Depreciation and amortization rates are determined based on the estimated useful lives of the assets as follows: Buildings 5 to 20 years Building improvements Shorter of 7 years or remaining useful life Plants and related equipment 4 to 25 years Rental equipment 7 to 10 years Office furniture, fixtures, and equipment 3 to 7 years Vehicles 3 to 5 years Leasehold improvements Shorter of 15 years or remaining lease term Depreciation expense related to the plant operations and rental property is included in cost of revenues in the consolidated statements of operations and comprehensive income. Expenditures for repairs and maintenance are expensed as incurred whereas major betterments are capitalized. Construction in Progress Construction in progress is composed of the cost of the contracted services, direct labor, materials, and allocable overhead related to plant construction projects and are capitalized when the construction of the asset has been deemed probable. Costs incurred prior to the construction of the asset being deemed probable are expensed as incurred. Assets under construction are recorded as additions to property, plant, and equipment upon completion of the projects. Depreciation commences in the month the asset is placed in service. Capitalized Interest The Company capitalizes interest incurred during the period of plant construction. Construction period interest is recorded within construction in progress during the construction period and as a cost of the underlying property, plant and equipment once the asset is placed into service. Long-term Receivable The Company has long-term receivables relating to service concession arrangements, sales-type leases and certain notes receivable acquired in business combinations. Payments of principal and interest on the Company’s long-term receivables are due as required by the underlying contracts. Interest on these long-term receivables range from 7.0% to 9.0%. The Company monitors collections and evaluates the collectability of the long-term receivables, based primarily on the financial condition of the customer (and in certain cases the customer’s guarantor), to determine whether an allowance for doubtful accounts should be recorded or if the long-term receivables should be written off, in whole or in part. As of both December 31, 2018 and 2017, there were no allowances on any of the Company’s long-term receivables. Interest income is recorded as financing revenue within the consolidated statements of operations and comprehensive income. Principal payments due within one year or less are recorded within current portion of long-term receivables in the consolidated balance sheet. All other principal payments are recorded within long-term receivables, non-current in the consolidated balance sheet. As of December 31, 2018, the remaining undiscounted balance to be collected including principal and interest on all of our long-term receivables was $59.3 million. Goodwill and Other Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination. Goodwill is reviewed for impairment at least annually during the fourth quarter and more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined to be more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs the quantitative analysis of the goodwill impairment test. Otherwise, the quantitative test is optional. Under the quantitative analysis, the recoverability of goodwill is measured for each of our reporting units by comparing the reporting unit’s carrying amount, including goodwill, to the fair market value of the reporting unit. The Company determines the fair value of its reporting units based on a weighting of the present value of projected future cash flows (the “Income Approach”) and a comparative market approach under both the guideline company method and guideline transaction method (collectively, the “Market Approach”). Fair value using the Income Approach is based on the Company’s estimated future cash flows on a discounted basis. The Market Approach compares each of the Company’s reporting units to other comparable companies based on valuation multiples derived from operational and transactional data to arrive at a fair value. Factors requiring significant judgment include, among others, the determination of comparable companies, assumptions related to forecasted operating results, discount rates, long‑term growth rates, and market multiples. Changes in economic or operating conditions, or changes in the Company’s business strategies, that occur after the annual impairment analysis and which impact these assumptions, may result in a future goodwill impairment charges, which could be material to the Company’s consolidated financial statements. In determining its reporting units, the Company reviews its operating segments to determine the number of components within each segment. If an operating segment contains only a single component, the operating segment is deemed a reporting unit. If an operating segment contains more than one component, the Company aggregates into a single reporting unit those components determined to have similar economic characteristics. Components determined to have dissimilar economic characteristics are considered a separate reporting unit. As of both December 31, 2018 and 2017, the Quench segment was determined to be composed of a single reporting unit. The Seven Seas Water segment was determined to be composed of two reporting units as of December 31, 2018 and a single reporting unit as of December 31, 2017. Other intangible assets consist of certain trade names, customer relationships, contract intangibles, backlog and non‑compete agreements. Contract intangibles includes the fair value of future cash flows from contracts with customers in excess of the fair value for the remaining performance obligations under such contracts. Trade names and non‑compete agreements which have a finite life are amortized over their estimated useful lives on a straight‑line basis. Customer relationships and contract intangibles which have a finite life are amortized on an accelerated basis based on the projected economic value of the asset over its useful life. Intangible assets with a finite life are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite‑lived intangible assets, which consist of certain trade names, are not amortized but are tested for impairment at least annually or more frequently if events or circumstances indicate the asset may be impaired. Long‑Lived Assets Long‑lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recognition and measurement of a potential impairment is performed on assets grouped with other assets and liabilities at the lowest level where identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third‑party independent appraisals, as considered necessary. During 2018 and 2017, there were no indicators of potential impairments identified. Share‑Based Compensation AquaVenture accounts for share‑based compensation by measuring the cost of services received in exchange for an award of equity instruments based on the grant‑date fair value. The cost is recognized over the requisite service period, net of adjustments for forfeitures as they occur. Asset Retirement Obligations The Company has asset retirement obligations (“AROs”) arising from contractual requirements to perform certain asset retirement activities at the time it disposes of certain plants and equipment. The liability is recorded in the period in which the obligation meets the definition of a liability, which is generally when the asset is constructed or placed in service. The ARO liability is based on the Company’s engineering estimates of future costs to dismantle and remove equipment from a customer’s plant site and to restore the site to a specified condition at the conclusion of a contract. The corresponding asset retirement costs are capitalized as plant and equipment and depreciated over the asset’s useful life. The liability is initially measured at fair value and subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. Accretion expense is recorded in cost of revenues in the consolidated statements of operations and comprehensive income. Actual costs are charged against the related liability as incurred and any difference between the actual costs incurred and the liability is recognized as a gain or loss in the consolidated statements of operations and comprehensive income. Acquisition Contingent Consideration Acquisition contingent consideration represents the net present value of the additional purchase price that is contingent upon either the future performance of an acquired business or future collections of acquired receivables. The acquisition date fair value of acquisition contingent consideration is recognized, as deemed appropriate, as an asset, liability or equity. Acquisition contingent consideration is re‑measured to fair value at the end of each reporting period with the change in fair value recorded as a gain or loss in SG&A in the consolidated statements of operations. As of December 31, 2018, the Company has classified acquisition contingent consideration as a liability on the consolidated balance sheets. As of December 31, 2017, there were no acquisition contingent obligations. Income Taxes The Company accounts for income taxes using the asset |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations and Asset Acquisitions | |
Business Combinations and Asset Acquisitions | 3. Business Combinations and Asset Acquisitions Business Combinations Pure Health Solutions, Inc. On December 18, 2018, Quench USA, Inc., a wholly-owned subsidiary of AquaVenture Holdings Limited (“Quench”) acquired all of the issued and outstanding shares of Pure Health Solutions, Inc. (“PHSI”) pursuant to a stock purchase agreement (“PHSI Acquisition”). PHSI, which is based outside of Chicago, is a leading provider of filtered water coolers and related services through direct and indirect sales channels. The Company paid approximately $57.0 million, in the aggregate, which included approximately $39.5 million of cash related to the purchase price of PHSI, net of an estimated adjustment to reduce the purchase price of $1.2 million, and approximately $17.5 million of cash accounted for as a post-combination payoff of factored contract liabilities accounted for as a secured borrowing. The factored contract liabilities were adjusted to fair value as of the acquisition date based on the present value of the factored contract liabilities using a discount rate of approximately 7% and any penalties associated with the payoff, which was accounted for as a post combination transaction. Related transaction costs incurred by the Company during the year ended December 31, 2018 were $1.8 million, which were expensed as incurred within SG&A expenses in the consolidated statements of operations and comprehensive income. The Quench business completed the asset acquisition to expand its installed base of POU systems and to be able to participate more broadly in the global POU market through the PHSI distribution network. In addition, the acquisition enhances Quench’s ability to develop, source and manufacture exclusive coolers and purification offerings. Lastly, it offers us the opportunity to develop relationships with POU dealers that could lead to future acquisitions. The following table summarizes the preliminary purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 260 Trade receivables 1,167 Inventory 2,606 Prepaid expenses and other current assets 447 Property, plant and equipment 6,410 Deferred tax asset 108 Identified intangible assets 31,550 Goodwill 20,374 Total assets acquired 62,922 Liabilities assumed: Accounts payable and accrued liabilities (22,652) Deferred revenue (329) Other long-term liabilities (450) Total liabilities assumed (23,431) Total purchase price $ 39,491 Intangibles identified and valued related to the transaction include customer relationships, trade names and non-compete agreements. The final valuation of the intangibles identified is dependent upon certain valuation and other studies that have not yet been finalized. Accordingly, the preliminary purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in material changes to the estimates of fair value set forth above . The estimated fair value of the customer relationships was determined using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer. The estimated fair value of the trade names was determined using the relief from royalty method which is based on the present value of royalty fees derived from projected revenues. The estimated fair value of the non-compete agreements was determined using the comparative business valuation method which is based on the present value of potential revenue and cash flow loss. The estimated weighted average useful life for customer relationships, trade names, and non-compete agreements is 20 years, 12 years, and 5 years, respectively. Goodwill is composed of the acquired workforce and synergies not valued and is not deductible for tax purposes. Goodwill for this acquisition is recorded within the Quench reportable segment. The results of the operations of the acquired PHSI assets are included in the Quench reportable segment after the date of acquisition. The resulting amount of revenues and net loss included in the consolidated statements of operations and comprehensive income since acquisition were $0.5 million and $1.1 million, respectively. The Company identified certain liabilities, including tax that existed prior to December 18, 2018. The Company believes the liabilities are indemnified p ursuant to the stock purchase agreement for the PHSI Acquisition. As a result, the Company recorded a liability in the amount of $0.8 million which was recorded in accrued liabilities and an indemnification receivable in the amount of $0.8 million, which was recorded in prepaids and other current assets in the consolidated balance sheet as of December 31, 2018. Commencing on December 18, 2018, the Company initiated a restructuring of the PHSI organization which included the reduction of headcount for PHSI executive management and other employee positions determined to be duplicative with those at Quench. Certain of the positions were backfilled with additional positions at Quench depending on the needs of the business. The net effect of the restructuring will allow Quench to recognize synergies of reduced employee costs subsequent to the acquisition of PHSI. The restructuring was determined to be a post-combination transaction. As a result of the restructuring, the Company incurred a restructuring-related charge, related to severance, termination benefits and related taxes, of approximately $0.9 million during the fourth quarter of 2018 and expects to incur an additional charge of $0.2 million through the second quarter of 2019, of which both will be recorded in SG&A expenses in the consolidated statements of operations and comprehensive income. As of December 31, 2018, the Company had accrued approximately $0.8 million within accrued expenses on the consolidated balance sheets which is expected to be paid during 2019. FB Global Development, Inc., d/b/a Bluline On December 3, 2018, Quench acquired substantially all the assets and assumed certain liabilities of FB Global Development, Inc., d/b/a Bluline (“Bluline”) pursuant to an asset purchase agreement (“Bluline Acquisition”). Bluline, based in South Florida, is a provider of filtered water coolers and related services through direct and indirect sales channels. The aggregate purchase price, subject to working capital adjustments, of the Bluline Acquisition was $2.5 million in cash and $0.3 million payable which is expected to be paid in full by December 2019. Related transaction costs incurred by the Company during the year ended December 31, 2018 were $9 thousand, which were expensed as incurred within SG&A expenses in the consolidated statements of operations and comprehensive income. The Quench business completed the asset acquisition to expand its installed base of POU systems and to be able to participate more broadly in the global POU market through its indirect sales channel. The following table summarizes the preliminary purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Trade receivables $ 90 Inventory 345 Property, plant and equipment 331 Identified intangibles 1,462 Goodwill 645 Total assets acquired 2,873 Liabilities assumed: Deferred revenue (10) Total liabilities assumed (10) Total purchase price $ 2,863 As of December 31, 2018, the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed remains preliminary. The preliminary purchase price allocation has been developed based on estimates of fair values using the historical financial statements of Bluline prior to the acquisition along with assumptions made by management. Although the Company does not expect the final allocation to vary significantly, there may be adjustments made to the preliminary purchase price allocation that could result in changes to the preliminary fair values allocated, assigned useful lives and associated amortization recorded. The assets and liabilities in the preliminary purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. Intangibles identified and valued related to the transaction include customer relationships and non-compete agreements. The Company determined the weighted average useful life at the date of valuation for the customer relationships and non-compete agreements to be 20 years and 5 years, respectively. Goodwill is composed of synergies not valued, is deductible for tax purposes and is recorded within the Quench reportable segment. The results of the operations of the acquired Bluline assets are included in the Quench reportable segment after the date of acquisition. The resulting amount of revenues and net loss included in the consolidated statements of operations and comprehensive income since acquisition were $0.2 million and $0.1 million, respectively. AUC Acquisition Holdings On November 1, 2018, AquaVenture Holdings Inc., a wholly owned subsidiary of AquaVenture, acquired all of the issued and outstanding membership interests of AUC Acquisition Holdings (“AUC”), a provider of wastewater treatment and water reuse solutions based in Houston, Texas, pursuant to a membership interest purchase agreement. Related transaction costs incurred by the Company during the year ended December 31, 2018 were $1.3 million, which were expensed as incurred within SG&A expenses in the consolidated statements of operations and comprehensive income. The Company completed the acquisition to expand its WAAS offerings in the wastewater treatment and water reuse businesses and broaden the Company’s existing portfolio in the United States. The following table summarizes the preliminary purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 849 Trade receivables 1,763 Inventory 2,642 Current portion of long-term receivables 521 Prepaid expenses and other current assets 1,795 Property, plant and equipment 32,266 Other assets 25 Long-term receivables 347 Identified intangible assets 47,310 Goodwill 62,878 Total assets acquired 150,396 Liabilities assumed: Accounts payable and accrued liabilities (4,286) Deferred revenue (1,021) Other long-term liabilities (1,706) Deferred tax liability (12,483) Total liabilities assumed (19,496) Total purchase price $ 130,900 Intangibles identified and valued related to the transaction include customer relationships, trade names, non-compete agreements and backlog. The final valuation of the intangibles identified is dependent upon certain valuation and other studies that have not yet been finalized. Accordingly, the preliminary purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in material changes to the estimates of fair value set forth above . The estimated fair value of the customer relationships was determined using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer. The estimated fair value of the trade names was determined using the relief from royalty method which is based on the present value of royalty fees derived from projected revenues. The estimated fair value of the non-compete agreements was determined using the comparative business valuation method which is based on the present value of potential revenue and cash flow loss. The estimated fair value of the backlog, which represents revenues and the related profit for contracts executed but not yet completed, was determined using the multi-period excess earnings method. The estimated weighted average useful life for customer relationships, trade names, non-compete agreements and backlogs is 20 years, 15 years, 4.9 years, and 0.7 years, respectively. Goodwill is composed of the acquired workforce and synergies not valued and is not deductible for tax purposes. Goodwill for this acquisition is recorded within the Seven Seas Water reportable segment. The results of the operations of the acquired AUC assets are included in the Seven Seas Water reportable segment after the date of acquisition. The resulting amount of revenues and net income included in the consolidated statements of operations and comprehensive income since acquisition were $5.2 million and $0.7 million, respectively. Alpine Water Systems, LLC On August 6, 2018, Quench acquired substantially all the assets and assumed certain liabilities of Alpine Water Systems, LLC (“Alpine”), a POU water filtration company based in Las Vegas, Nevada, pursuant to an asset purchase agreement (“Alpine Acquisition”). The aggregate purchase price, subject to working capital adjustments, of the Alpine Acquisition, was $15.0 million, including $14.6 million in cash, $0.4 million payable on August 6, 2020, and $0.1 million of acquisition contingent consideration. The acquisition contingent consideration is recorded at its estimated fair value with the ultimate payout based upon the future performance of the acquired assets. The undiscounted range of outcomes for the acquisition contingent consideration is $0 to $0.3 million. In addition, the asset purchase agreement includes contingent payments with the ultimate payout based upon the future performance of the acquired assets. The contingent payments are automatically forfeited if the employment of certain selling shareholders terminates. The Company has determined that the contingent payments will be post combination compensation expense, which will be accreted to their estimated payout amount of $0.6 million throughout the substantive service period. The undiscounted range of outcomes for the post combination compensation payout amount is $0 to $1.1 million. The assets acquired consist primarily of in-place lease agreements and the related POU systems in the United States and Canada. Related transaction costs incurred by the Company during the year ended December 31, 2018 were $0.6 million, which were expensed as incurred within SG&A expenses in the consolidated statements of operations and comprehensive income. The Quench business completed the asset acquisition to expand its installed base of POU systems. The following table summarizes the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands), subject to measurement period adjustments: Assets acquired: Trade receivables $ 556 Inventory 141 Prepaid expenses and other current assets 153 Property, plant and equipment 1,741 Customer relationships 6,269 Non-compete agreements 1,149 Goodwill 6,034 Total assets acquired 16,043 Liabilities assumed: Accounts payable and accrued liabilities (474) Deferred revenue (565) Total liabilities assumed (1,039) Total purchase price $ 15,004 As of December 31, 2018, the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed remains subject to measurement period adjustments. During the fourth quarter of 2018, the Company updated its allocation of the purchase price to the assets acquired and liabilities assumed. The assets and liabilities in the purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. Intangibles identified and valued related to the transaction include customer relationships and non-compete agreements. The fair value of the customer relationships was determined using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer using a discount rate of 13.4%. The fair value of the non-compete agreements was determined using the comparative business valuation method which is based on the present value of potential revenue loss using a discount rate of 13.4%. The Company determined the weighted average useful life at the date of valuation for the customer relationships and non-compete agreements to be 15 years and 5 years, respectively. There was not a material impact on the amortization expense recorded during the year ended December 31, 2018 as a result of the updates made to the purchase price allocation. Goodwill is composed of synergies not valued, is deductible for tax purposes and is recorded within the Quench reportable segment. The results of the operations of the acquired Alpine assets are included in the Quench reportable segment after the date of acquisition. The resulting amount of revenues and net loss included in the consolidated statements of operations and comprehensive income since acquisition were $2.3 million and $0.1 million, respectively. Wa-2 Water Company Ltd. On March 1, 2018, Quench Canada, Inc., a wholly-owned subsidiary of the Company, acquired substantially all of the water filtration assets and assumed certain liabilities of Wa-2 Water Company Ltd. (“Wa-2”), pursuant to an asset purchase agreement for an aggregate purchase price of $5.1 million in cash, including a final working capital adjustment of approximately $5 thousand which was paid in June 2018 (the “Wa-2 Acquisition”). Approximately $0.3 million of the aggregate purchase price, subject to adjustment, is held in escrow for a period of one year by a third party for seller indemnifications. Wa-2 is a POU water filtration company based in Vancouver, British Columbia. The assets acquired consist primarily of in-place lease agreements and the related POU systems. Related transaction costs incurred by the Company during the year ended December 31, 2018 were $0.1 million, which were expensed as incurred within SG&A expenses in the consolidated statements of operations and comprehensive income. The Quench business completed the Wa-2 Acquisition to expand its installed base of POU systems in Canada. The following table summarizes the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands), subject to measurement period adjustments: Assets acquired: Trade receivables $ 134 Inventory 158 Prepaid expenses and other current assets 6 Property, plant and equipment 424 Customer relationships 1,561 Trade names 700 Non-compete agreements 298 Goodwill 2,239 Total assets acquired 5,520 Liabilities assumed: Accounts payable and accrued liabilities (86) Deferred revenue (328) Total liabilities assumed (414) Total purchase price $ 5,106 As of December 31, 2018, the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed remains subject to measurement period adjustments. During the second quarter of 2018, the Company updated its allocation of the purchase price to the assets acquired and liabilities assumed. The assets and liabilities in the purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. Intangibles identified and valued related to the transaction include customer relationships, trade names and non-compete agreements. The fair value of the customer relationships was determined using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer using a discount rate of 12.9%. The fair value of the trade names was determined using the relief from royalty method which is based on the present value of royalty fees derived from projected revenues using a discount rate of 12.9%. The fair value of the non-compete agreements was determined using the comparative business valuation method which is based on the present value of potential revenue loss using a discount rate of 12.9%. The Company determined the weighted average useful life at the date of valuation for the customer relationships, trade names and non-compete agreements to be 20 years, 12 years, and 5 years, respectively. There was not a material impact on the amortization expense recorded during the year ended December 31, 2018 as a result of the updates made to the purchase price allocation. Goodwill is composed of synergies not valued, is deductible for tax purposes and is recorded within the Quench reportable segment. The results of the operations of the acquired Wa-2 assets are included in the Quench reportable segment after the date of acquisition. The resulting amount of revenues and net income included in the consolidated statements of operations and comprehensive income since acquisition were $1.8 million and $0.2 million, respectively. Wellsys USA Corporation On September 8, 2017, Quench acquired substantially all of the assets and assumed certain liabilities of Wellsys USA Corporation (“Wellsys”) pursuant to an asset purchase agreement for an aggregate purchase price of $6.9 million in cash, including a final working capital adjustment of $165 thousand (“Wellsys Acquisition”) which was received from the escrow agent in October 2017. Wellsys is a supplier of high-quality branded and private-labeled POU water coolers and purifications systems. Headquartered in the greater Phoenix, Arizona area, Wellsys sells its products to networks of dealers in the United States, Canada, Mexico and South Africa. There were no related transaction costs incurred by the Company during the year ended December 31, 2018. Related transaction costs incurred by the Company during the year ended December 31, 2017 were $31 thousand, which were expensed as incurred within SG&A in the consolidated statements of operations and comprehensive income. The Quench business completed the Wellsys Acquisition to be able to participate more broadly in the global POU market through the Wellsys distribution network. In addition, the acquisition provides an opportunity to develop, source and distribute Quench-exclusive innovative coolers and purification offerings, and to develop relationships with Wellsys dealers that could ultimately lead to potential acquisitions. Aguas De Bayovar S.A.C. On October 31, 2016, AquaVenture Holdings Peru S.A.C. ("AVH Peru"), a Peruvian company and an indirect wholly-owned subsidiary of AquaVenture Holdings Limited, acquired 100% of the outstanding shares of Aguas de Bayovar S.A.C. (‘‘ADB’’) and all of the rights and obligations under a design and construction contract for a desalination plant and related infrastructure located in Peru for an aggregate purchase price of $46.5 million in cash, including a working capital adjustment of $186 thousand (the “Peru Acquisition”) which was paid in February 2017. The desalination plant and related infrastructure, which was completed in 2010, has a design capacity of 2.7 million GPD, and ADB operates and maintains the desalination plant and related infrastructure constructed under the design and construction agreement to produce water for a contracted fee on a take-or-pay basis for a phosphate mining company pursuant to an operating and maintenance contract, which expires in 2037. The rights to the design and construction contract are accounted for as a note receivable that requires monthly installment payments from the customer for the construction of the desalination plant and related infrastructure, which continue until 2024. There were no related transaction costs incurred by the Company during the year ended December 31, 2018. Related transaction costs incurred by the Company during the years ended December 31, 2017 and 2016 were $0.1 million and $2.1 million, respectively, and were expensed as incurred within SG&A in the consolidated statements of operations and comprehensive income. The Seven Seas Water business completed the Peru Acquisition to expand its installed base of seawater reverse osmosis desalination facilities used to provide WAAS, its presence in South America and the industries served. During the year ended December 31, 2017, the Company made certain adjustments to the purchase price allocation for certain liabilities, including tax that existed prior to October 31, 2016. The Company believes the liabilities are fully indemnified p ursuant to the purchase and sale agreement for the Peru Acquisition. As a result, during the measurement period, the Company updated the purchase price allocation to record a liability in the amount of $0.4 million which was recorded in accrued liabilities and an indemnification receivable in the amount of $0.4 million, which was recorded in prepaids and other current assets in the consolidated balance sheet as of December 31, 2017. The operations of ADB are included in the Seven Seas Water reportable segment for periods after the date of acquisition. The amount of revenues and net income of ADB included in the consolidated statements of operations and comprehensive income since acquisition for the year ended December 31, 2016, was $696 thousand and $229 thousand, respectively. Pro Forma Financial Information The following unaudited pro forma financial information (in thousands, except for per share amounts) for the Company gives effect to the acquisitions of: (i) PHSI, which occurred on December 18, 2018; (ii) Bluline, which was acquired on December 3, 2018; (iii) AUC, which occurred on November 1, 2018; (iv) Alpine, which occurred on August 6, 2018; (v) Wa-2, which occurred on March 1, 2018; (vi) Wellsys, which occurred on September 8, 2017; and (vii) ADB, which occurred on October 31, 2016, as if each had occurred on January 1, 2016. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations that actually would have resulted had the acquisitions occurred on the date indicated, or that may result in the future. Year ended December 31, 2018 2017 2016 Revenues $ 187,958 $ 175,183 $ 169,251 Net loss $ (28,202) $ (30,381) $ (26,470) Loss per share (1) $ (1.06) $ (1.15) $ (0.33) (1) Represents loss per share for the period following the Corporate Reorganization and IPO. There were no ordinary shares outstanding prior to October 6, 2016 and, therefore, no loss per share information has been presented for any period prior to that date. Asset Acquisitions The following acquisitions did not meet the definition of a business combination, so the Company accounted for these transactions as asset acquisitions. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. In addition, related transaction expenses are capitalized and allocated to the net assets acquired on a relative fair value basis. La Ferla Group LLC On June 4, 2018, Quench acquired substantially all of the assets and assumed certain liabilities of La Ferla Group LLC, d/b/a Avalon Water (“Avalon”), a POU water filtration company based in Atlanta, Georgia, pursuant to an asset purchase agreement. The assets acquired consist primarily of in-place lease agreements and the related POU systems. The purchase price for this acquisition was approximately $5.4 million, including $5.2 million in cash and $0.2 million payable on the one-year anniversary of the transaction that is subject to adjustment. The revenues and related expenses from the acquired in-place lease agreements are included in the Quench reportable segment from the date of acquisition. The Quench business completed the Avalon asset acquisition to expand its installed base of POU systems in the United States. Related transaction costs incurred by the Company in connection with this acquisition during the year ended December 31, 2018 were $14 thousand. The following table summarizes the amounts for the Avalon acquisition which were allocated to the fair value of aggregated net assets acquired (in thousands): Trade receivables $ 108 Property, plant and equipment 704 Inventory 13 Customer relationships 4,349 Non-compete agreements 413 Deferred revenue (153) Net assets acquired $ 5,434 During the third quarter of 2018, the Company updated its allocation of the purchase price to the assets acquired and liabilities assumed. The assets and liabilities in the purchase price allocation are stated at fair value based on estimates of fair value using available information and making assumptions management believes are reasonable. Intangibles identified and valued related to the transaction include customer relationships and non-compete agreements. The fair value of the customer relationships was determined using the multi-period excess earnings method which is based on the present value of expected cash flows generated by the revenues under the contract with the customer using a discount rate of 12.1%. The fair value of the non-compete agreements was determined using the comparative business valuation method which is based on the present value of potential revenue loss using a discount rate of 12.1%. The Company determined the weighted average useful life at the date of valuation for the customer relationships and non-compete agreements to be 17 years and 5 years, respectively. There was not a material impact on the amortization expense recorded during the year ended December 31, 2018 as a result of the updates made to the purchase price allocation. Clarus Services, Inc., Watermark USA LLC, JMS Group, Inc. and J and C Rigtrup Corp. d/b/a Quality Water Services On January 15, 2018, Quench separately acquired substantially all the assets and assumed certain liabilities of Clarus Services Inc. (“Clarus”), a POU water filtration company based in Richmond, Virginia, and Watermark USA LLC (“Watermark”), a POU water filtration company based outside of Philadelphia, Pennsylvania, pursuant to asset purchase agreements. The assets acquired consist primarily of in-place lease agreements and the related POU systems. On April 2, 2018, Quench acquired substantially all of the assets and assumed certain liabilities of JMS Group, Inc., d/b/a Aqua Coolers (“Aqua Coolers”), a POU water filtration company based in Chicago, Illinois, pursuant to an asset purchase agreement. The assets acquired consist primarily of in-place lease agreements and the related POU systems. On October 2, 2018, Quench acquired substantially all of the assets and assumed certain liabilities of J and C Rigtrup Corp. d/b/a Quality Water Services (“Quality Water Services”), a POU water filtration company based in Seattle, Washington, pursuant to an asset purchase agreement. The assets acquired consist primarily of in-place lease agreements and the related POU systems. The aggregate purchase price for these four acquisitions was approximately $3.1 million, including $2.9 million in cash and $0.2 million payable on the one-year anniversary of the transactions that is subject to adjustment. The revenues and related expenses from the acquired in-place lease agreements are included in the Quench reportable segment from the date of acquisition. Related transaction costs incurred by the Company in connection with these acquisitions during the year December 31, 2018 were $44 thousand, respectively. The following table summarizes the aggregate amounts for the Clarus, Watermark, Aqua Coolers and Quality Water Services acquisitions which were allocated to the fair value of aggregated net assets acquired (in thousands): Trade receivables $ 168 Property, plant and equipment 212 Inventory 26 Customer relationships 2,712 Deferred revenue (49) Net assets acquired $ 3,069 The assets in the purchase price allocations are stated at fair value based on estimates of fair value using available information and making assumptions |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue | |
Revenues | 4. Revenue Disaggregation of Revenue The following table represents a disaggregation of revenue for the years ended December 31, 2018, 2017 and 2016, along with the reportable segment for each category (in thousands): Year Ended December 31, 2018 Seven Seas Water Quench Total Bulk water Water delivery $ 35,950 $ — $ 35,950 Operating and maintenance 21,312 — 21,312 Total Bulk water 57,262 — 57,262 Rental Lease of equipment 2,318 61,898 64,216 Total rental 2,318 61,898 64,216 Financing 4,025 — 4,025 Product sales Construction of plants 2,817 — 2,817 Sale of equipment, coffee and consumables — 17,288 17,288 Total Product sales 2,817 17,288 20,105 Total revenues $ 66,422 $ 79,186 $ 145,608 Year Ended December 31, 2017 Seven Seas Water Quench Total Bulk water Water delivery $ 33,986 $ — $ 33,986 Operating and maintenance 19,450 — 19,450 Total Bulk water 53,436 — 53,436 Rental Lease of equipment — 52,997 52,997 Total rental — 52,997 52,997 Financing 4,534 — 4,534 Product sales Construction of plants — — — Sale of equipment, coffee and consumables — 9,796 9,796 Total Product sales — 9,796 9,796 Total revenues $ 57,970 $ 62,793 $ 120,763 Year Ended December 31, 2016 Seven Seas Water Quench Total Bulk water Water delivery $ 40,642 $ — $ 40,642 Operating and maintenance 10,251 — 10,251 Total Bulk water 50,893 — 50,893 Rental Lease of equipment — 48,699 48,699 Total rental — 48,699 48,699 Financing 1,713 — 1,713 Product sales Construction of plants 727 — 727 Sale of equipment, coffee and consumables — 9,540 9,540 Total Product sales 727 9,540 10,267 Total revenues $ 53,333 $ 58,239 $ 111,572 Contract Assets and Liabilities Contract assets include amounts related to our contractual right to consideration for completed performance obligations not yet invoiced. Contract liabilities include payments received in advance of performance under the contract or for differences between the amount billed to a customer and the revenue recognized for the completed performance obligation. The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands) at December 31, 2018 and December 31, 2017: December 31, December 31, 2018 2017 Contract assets Trade receivables, net $ 21,437 $ 19,593 Current portion of long-term receivables 6,538 6,878 Long-term receivables 40,574 43,796 Total contract assets $ 68,549 $ 70,267 Contract liabilities Deferred revenue, current $ 3,890 $ 2,454 Deferred revenue, non-current 10,690 10,351 Total contract liabilities $ 14,580 $ 12,805 Significant changes in the contract asset and the contract liability balances during the period are as follows (in thousands): Year ended December 31, 2018 Contract assets Contract liabilities Revenue recognized that was included in the contract liability balance at January 1, 2018 $ — $ 3,676 Deferred revenue acquired during the period $ — $ (2,443) Deferred revenue disposed of during the period $ — $ 726 The Company had no asset impairment charges related to contract assets during the year ended December 31, 2018. Transaction Price Allocated to the Remaining Performance Obligation The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands). The estimated revenue does not include amounts of variable consideration, including revenues based on changes to consumer price indices that are constrained. In addition, the estimated revenue is based on current contracts with customers and does not take into consideration contract terms not legally enforceable with the customer. 2019 $ 105,663 2020 $ 78,832 2021 $ 65,782 2022 $ 56,449 2023 $ 50,932 Thereafter $ 312,033 The amounts presented in the table above primarily consist of bulk water sales and service, service concession arrangements and the rental of equipment accounted for as operating leases. The transaction price for bulk water sales and service and service concession arrangements are based on contractual minimum monthly charges and the expected amount of variable consideration related to the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied and the contractual rates. The remaining performance obligations to be performed generally include the delivery of bulk water or performance of O&M services with revenues being recognized as the remaining performance obligations are delivered to the customer. The transaction price for rental of equipment are based on the rental rates as stated within the agreements. The remaining performance obligations to be performed generally include the continued rental of the equipment. |
Property Plant and Equipment an
Property Plant and Equipment and Construction in Progress | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment and Construction in Progress | |
Property, Plant and Equipment | 5. Property, Plant and Equipment and Construction in Progress Property, plant and equipment and construction in progress consisted of the following (in thousands): December 31, 2018 2017 Land $ 3,155 $ 2,485 Buildings and improvements 2,024 1,474 Plants and related equipment 125,994 125,955 Rental equipment 94,474 44,487 Office furniture, fixtures, and equipment 6,642 5,260 Vehicles 4,914 2,815 Leasehold improvements 1,741 1,332 238,944 183,808 Less: accumulated depreciation (88,880) (71,037) Property, plant and equipment, net $ 150,064 $ 112,771 Construction in progress $ 15,427 $ 10,437 During the years ended December 31, 2018, 2017 and 2016, the Company capitalized interest expense of $44 thousand, $33 thousand and $145 thousand, respectively. Total depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $18.4 million, $16.5 million and $16.2 million, respectively, of which $17.6 million, $15.8 million and $14.4 million, respectively, was recorded in cost of revenues. Included in rental equipment are assets on lease and held for lease. As of December 31, 2018 and 2017, assets on lease were $69.3 million and $28.9 million, respectively, net of accumulated depreciation of $21.9 million and $13.5 million, respectively. As of December 31, 2018 and 2017, assets on hold for lease were $1.8 million and $1.4 million respectively, net of accumulated depreciation of $1.5 million and $808 thousand, respectively. Future minimum rental revenues to be generated from the leased assets under non‑cancelable operating leases are summarized as follows (in thousands): Year ended December 31: 2019 $ 52,081 2020 $ 33,155 2021 $ 20,254 2022 $ 12,054 2023 $ 6,537 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Income taxes | 6. Income Taxes For income tax purposes, the domestic and foreign components of income (loss) before income tax were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Loss from domestic operations $ (19,478) $ (21,120) $ (22,865) (Loss) income from foreign operations (2,561) (333) 2,311 $ (22,039) $ (21,453) $ (20,554) The provision for income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current: State $ 10 $ — $ — Foreign 1,966 1,953 200 Deferred: Federal 23 143 — State 4 51 — Foreign (3,314) 1,294 165 $ (1,311) $ 3,441 $ 365 As of December 31, 2018 and 2017, income tax payable was $4.3 million and $2.1 million, respectively, and was recorded in accrued liabilities in the consolidated balance sheets. The provision for income taxes shown above varied from the “expected” U.S. statutory federal income tax rate for those periods as follows: Year Ended December 31, 2018 2017 2016 Federal income tax rate 21.0 % 35.0 % 35.0 % State income taxes, net of Federal tax effect 7.5 1.2 4.3 Foreign income tax rate differences (7.3) (15.0) 5.8 Change in statutory tax rate 0.5 (36.8) — Valuation allowance offsetting statutory tax rate change (0.5) 37.5 — Change in valuation allowance (11.9) (42.0) (29.0) Disallowed interest income (expense) 4.8 11.3 (6.2) Withholding taxes (5.0) (3.9) — Share-based compensation (2.1) (2.8) (2.9) Economic development program 0.4 (0.5) (1.4) Effect of flow-through entity — — (3.8) Disallowed expenses (1.8) — (3.0) Uncertain tax positions 0.6 0.6 — Other items, net (0.3) (0.6) (0.6) Effective tax rate 5.9 % (16.0) % (1.8) % Deferred income tax assets and liabilities are composed of the following (in thousands): December 31, 2018 2017 Deferred tax assets: U.S. federal and state net operating loss carryforwards $ 31,877 $ 22,809 Foreign net operating loss carryforwards 12,009 15,527 Property, plant and equipment, net 901 535 Share-based compensation 4,149 2,432 Intercompany payables 5,853 3,516 Deferred revenue 4,299 93 Other 1,433 743 Gross deferred tax assets 60,521 45,655 Less: valuation allowance (25,100) (22,048) Total net deferred tax assets 35,421 23,607 Deferred tax liability: Property, plant and equipment, net (22,054) (18,027) Intangible assets, net (25,891) (9,078) Other (1,750) (1,730) Total deferred tax liabilities (49,695) (28,835) Net deferred tax liability $ (14,274) $ (5,228) As of December 31, 2018, the Company estimated $123.6 million, $88.0 million and $45.2 million of federal, state and foreign net operating loss carryforwards, respectively. As of December 31, 2017, the Company estimated $92.8 million, $58.1 million and $56.9 million of federal, state and foreign net operating loss carryforwards, respectively. The federal loss carryforwards will begin to expire in 2028. Federal loss carryforwards generated in 2018 of $14.3 million do not expire. The state loss carryforwards began expiring at various times in 2018. The foreign loss carryforwards of $18.5 million, in the aggregate, for Trinidad, Chile, Peru and the United Kingdom do not expire. The remaining foreign loss carryforwards will begin to expire in 2021. Utilization of net operating loss carryforwards may be subject to annual limitations due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitations could result in the expiration of the net operating loss carryforwards before their utilization. The events that may cause ownership change include, but are not limited to, a cumulative stock ownership change of greater than 50% over a three‑year period. Also, net operating loss and credit carryforwards of one subsidiary are not currently available to offset income generated by another subsidiary, which will affect the future benefit from and utilization of these carryforwards. As of December 31, 2018, the Company had approximately $245.5 million of undistributed earnings. These earnings are either (i) not available for distribution due to outstanding payables, which will be paid down first, (ii) indefinitely reinvested to grow the business in the current jurisdiction or (iii) if distributed, will not incur taxes as the earnings are in non-taxing jurisdictions. If in the future this income is repatriated or if the Company determines that the earnings will be remitted in the foreseeable future, additional tax provisions may be required. Management believes the amount of unrecognized deferred income tax liabilities on the undistributed earnings is immaterial. On December 22, 2017, the United States enacted tax reform legislation known as the H.R. 1, commonly referred to as the “Tax Cuts and Jobs Act” (“TCJ Act”), resulting in significant modifications to existing law. Among other changes, the TCJ Act permanently lowers the corporate federal income tax rate to 21% from the existing maximum rate of 35% effective for tax years beginning after December 31, 2017. As a result of the reduction of the corporate federal income tax rate, we revalued our net deferred tax assets and recorded an income tax expense of approximately $7.9 million in the affected jurisdictions as of December 31, 2017. In addition, we recorded an $8.0 million income tax benefit for a corresponding reduction in the valuation allowance on the net deferred tax assets that were subject to the revaluation. For the year ended December 31, 2017, the Company recorded an estimated income tax benefit of approximately $0.1 million related to the TCJ Act. The other provisions of the TCJ Act did not have a material impact on the consolidated financial statements. During the year ended December 31, 2018, the company completed its accounting for the effects of the TCJ Act resulting in an immaterial impact to the initial adjustment recorded in 2017. GAAP requires a valuation allowance to reduce the deferred income tax assets recorded if, based on the weight of the evidence, it is more likely than not, that some portion or all of the deferred income tax assets will not be realized. After consideration of all the evidence, the Company has determined that a valuation allowance of approximately $25.1 million and $22.0 million is necessary at December 31, 2018 and 2017, respectively. The Company recognized a net increase in the valuation allowance of $3.1 million during the year ended December 31, 2018. During the third quarter of 2018, the company recognized a $3.4 million tax benefit for the full release of a valuation allowance on deferred tax assets in one of our foreign jurisdictions. The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal assessments by tax authorities for years before 2014 and state and local and non-U.S. income tax examinations by tax authorities before 2012. To the extent net operating loss carryforwards are utilized, the tax years in which those net operating loss carryforwards were generated may be subject to adjustment by tax authorities during the examination of a tax return in which those net operating loss carryforwards are utilized. Uncertain Income Tax Positions GAAP requires the evaluation of tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions are “more likely than not” to be sustained by the Company upon challenge by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold and that would result in a tax benefit or expense to the Company would be recorded as a tax benefit or expense in the current period. As of December 31, 2018 and 2017, the Company had unrecognized tax benefits of $4.6 million and $0.1 million, respectively. Of this amount, approximately $3.9 million and $0 of the Company’s unrecognized tax benefits at December 31, 2018 and 2017, respectively, have been recorded as a reduction to the related deferred tax asset for the net operating loss in accordance with the FASB issued authoritative guidance relating to the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for all periods. The remaining $0.7 million and $0.1 million of the Company’s unrecognized tax benefits at December 31, 2018 and 2017, respectively, are fully indemnified pursuant to purchase agreements for business combinations and, if realized, would impact the effective tax rate. In addition, the amount of accumulated penalties and interest related to the unrecognized tax benefit was $0.3 million and $0.2 million, respectively, as of December 31, 2018 and 2017. As of December 31, 2018 and 2017, the Company recorded, in the aggregate, an accrued liability of $1.0 million and $0.3 million, respectively, and a corresponding indemnification receivable of $1.0 million and $0.3 million, respectively, related to the uncertain tax benefits and contractual indemnifications. For the years ended December 31, 2018, 2017 and 2016, the Company recognized income tax expense on interest and penalties of $0.1 million, $0.2 million and $0 respectively, due to the accrual of current year interest on existing uncertain tax positions offset by the lapse of the statute of limitations for certain tax contingencies. The total amount of unrecognized tax benefits is expected to decrease by approximately $3.9 million within 12 months of the reporting date. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the year ended December 31, 2018 is as follows (in thousands): December 31, 2018 2017 Unrecognized tax benefits at beginning of period $ 128 $ — Additions related to acquisitions 4,512 266 Lapse of statute of limitations (45) (138) Unrecognized tax benefits at the end of period $ 4,595 128 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | 7. Goodwill and Other Intangible Assets Goodwill The following table contains a disclosure of changes in the carrying amount of goodwill in total and for each reportable segment for the years ended December 31, 2018 and 2017 (in thousands): Seven Seas Water Quench Total Balance as of December 31, 2016 $ 2,217 $ 95,806 $ 98,023 Acquisition of Wellsys — 1,472 1,472 Balance as of December 31, 2017 2,217 97,278 99,495 Acquisition of Wa-2 — 2,239 2,239 Acquisition of Alpine — 6,034 6,034 Acquisition of Bluline — 645 645 Acquisition of AUC 62,878 — 62,878 Sale of Atlas High Purity Solutions — (520) (520) Acquisition of PHSI — 20,374 20,374 Foreign currency translation — (146) (146) Balance as of December 31, 2018 $ 65,095 $ 125,904 $ 190,999 Effective October 1, 2018, Quench sold substantially all of the assets and assigned certain liabilities of its Atlas High Purity Solutions business unit (“Atlas HP”), to a buyer pursuant to an asset purchase agreement. The aggregate sale price, was $2.8 million, including $2.7 million in cash and a final working capital adjustment of $0.2 million. As of September 30, 2018, the assets and liabilities were not classified as held-for-sale as the approval of the transaction by the Board of Directors of AquaVenture Holdings Limited, or management having the authority to approve the action, occurred on October 1, 2018. As of October 1, 2018, the current assets, long-term assets (excluding goodwill), goodwill, current liabilities and long-term liabilities classified as held-for-sale and ultimately disposed had a balance of $1.9 million, $1.6 million, $0.5 million, $1.0 million and $0.1 million, respectively. The loss on the sale of Atlas HP was $0.1 million, net of transaction expenses. The operations of Atlas HP did not qualify for presentation as discontinued operations upon disposition. The Company performed its annual impairment assessment of the carrying value of goodwill during the fourth quarters of 2018 and 2017 for each of its reporting units that existed as of the date of the assessment. For the years ended December 31, 2018 and 2017, the Company assessed the qualitative factors and determined it was more likely than not that the fair value exceeded carrying values for each reporting unit. As such, a quantitative assessment was not performed for any of the reporting units during 2018 or 2017. There were no goodwill impairment charges recorded for the years ended December 31, 2018, 2017 and 2016. There have been no goodwill impairment charges recognized for the reporting units within the Seven Seas Water segment and, as such, the carrying value of goodwill at December 31, 2018 and 2017 represents the gross amount of goodwill attributable to the reporting units contained within. A reconciliation of the gross amount of goodwill and the carrying value of goodwill attributable to the Quench reporting unit for the years ended December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 2017 Gross amount $ 153,257 $ 124,631 Accumulated impairment losses (27,353) (27,353) Carrying value $ 125,904 $ 97,278 Other Intangible Assets The gross and net carrying values of other intangible assets by major intangible asset class, are as follows (in thousands): December 31, 2018 Gross Carrying Accumulated Carrying Amount Amortization Value Definite-lived intangible assets Customer relationships $ 188,850 $ (34,552) $ 154,298 Off-market contract intangibles 39,800 (9,116) 30,684 Trade names 13,505 (1,202) 12,303 Non-compete agreements 8,202 (578) 7,624 Other 408 (149) 259 Indefinite-lived intangible assets Trade names 275 — 275 Total $ 251,040 $ (45,597) $ 205,443 December 31, 2017 Gross Carrying Accumulated Carrying Amount Amortization Value Definite-lived intangible assets Customer relationships $ 107,798 $ (25,054) $ 82,744 Off-market contract intangibles 39,800 (6,544) 33,256 Trade names 6,093 (818) 5,275 Non-compete agreements 582 (175) 407 Other 242 (28) 214 Indefinite-lived intangible assets Trade names 273 — 273 Total $ 154,788 $ (32,619) $ 122,169 Amortization expense for these intangible assets for the years ended December 31, 2018, 2017 and 2016 was $13.4 million, $8.3 million and $4.9 million, respectively, of which $2.6 million, $2.6 million and $2.6 million respectively, was recorded as contra-revenue within the consolidated statements of operations and comprehensive income. Amortization expense for these intangible assets for 2019, 2020, 2021, 2022 and 2023 is expected to be $21.0 million, $20.0 million, $19.1 million, $18.3 million and $18.0 million, respectively. There was no impairment expense related to other intangible assets recorded during the years ended December 31, 2018, 2017 and 2016. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2018 2017 Employee-related liabilities $ 7,872 $ 4,218 Income taxes 4,337 2,142 Professional fees 3,430 1,692 Acquisition-related liabilities 2,707 — Other accrued expenses 6,770 4,785 Accrued liabilities $ 25,116 $ 12,837 During the year ended December 31, 2018, the Company financed an insurance premium at an interest rate of 4.8%. As of December 31, 2018, the insurance premium finance agreements have a maturity of less than one year and had a remaining outstanding balance of $0.6 million, which was recorded in accrued liabilities within the consolidated balance sheet. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Long-Term Debt | |
Long-Term Debt | 9. Long‑Term Debt As of December 31, 2018 and 2017, long‑term debt included the following (in thousands): December 31, December 31, 2018 2017 Corporate Credit Agreement $ 300,000 $ 150,000 BVI Loan Agreement 20,468 26,090 Vehicle financing 1,842 1,491 Total face value of long-term debt $ 322,310 $ 177,581 Face value of long-term debt, current $ 6,536 $ 6,483 Less: Current portion of unamortized debt discounts and deferred financing fees (42) — Current portion of long-term debt, net of debt discounts and deferred financing fees $ 6,494 $ 6,483 Face value of long-term debt, non-current $ 315,774 $ 171,098 Less: Non-current portion of unamortized debt discounts and deferred financing fees (2,559) (3,326) Long-term debt, net of debt discounts and deferred financing fees $ 313,215 $ 167,772 Corporate Credit Agreement On November 17, 2017, the Corporate Credit Agreement was amended to convert the interest rate applicable to 50% of the then-outstanding principal balance, or $75.0 million, from a variable interest rate of LIBOR plus 6.0% with a LIBOR floor of 1.0% to a fixed rate of 8.2%. The remaining 50% of the then-outstanding outstanding principal balance, of $75.0 million, continued to bear interest at LIBOR plus 6.0% with a LIBOR floor of 1.0%. All other material terms of the original credit agreement remained substantially unchanged. On August 28, 2018, the Corporate Credit Agreement was amended to modify certain agreement definitions and non-financial covenants. All other material terms of the original credit agreement remained substantially unchanged. On November 1, 2018, the Corporate Credit Agreement was amended to: (i) add AquaVenture Holdings Inc., a wholly-owned subsidiary of the Company, as a borrower under the Amended Corporate Credit Agreement, (ii) increase net borrowings by $110.0 million to an aggregate principal amount of $260.0 million, (iii) reduce the interest rate for the original $150.0 million borrowings by 50 basis points on both the variable and fixed interest portions and (iv) amend certain financial covenant requirements. Of the incremental net borrowing of $110.0 million, $70.0 million bears interest at a variable rate of LIBOR plus 5.5% with a LIBOR floor of 1.0%, and the remaining $40.0 million bears interest at a fixed rate of 8.7%. In the aggregate, including the aforementioned interest rate reduction, $145.0 million of borrowings bear interest at a variable rate of LIBOR plus 5.5% with a LIBOR floor of 1.0% and the remaining $115.0 million of borrowings bear interest at a weighted average fixed rate of 8.0%. A declining prepayment fee on the incremental borrowing is due upon repayment if it occurs prior to November 1, 2019. All other material terms of the Corporate Credit Agreement remained substantially unchanged. On December 20, 2018, the Corporate Credit Agreement was amended to increase its borrowings by $40 million to an aggregate principal amount of $300 million. The incremental borrowings bear interest at a variable rate of LIBOR plus 5.5% with a LIBOR floor of 1.0%. A prepayment fee on the incremental borrowing, which declines over time, is due upon repayment if it occurs prior to December 20, 2019. These additional borrowings are non-amortizing and mature in August 2021. All other terms of the Corporate Credit Agreement remained substantially unchanged. As of December 31, 2018, the weighted‑average interest rate was 8.2%. The Corporate Credit Agreement is guaranteed by AquaVenture Holdings Limited along with certain subsidiaries and contains financial and nonfinancial covenants. The financial covenants include minimum interest coverage ratio and maximum leverage ratio requirements, as defined in the Corporate Credit Agreement, and are calculated using consolidated financial information of AquaVenture Holdings Limited excluding the results of AquaVenture (BVI) Holdings Limited and its subsidiary Seven Seas Water (BVI) Limited. In addition, the Corporate Credit Agreement contains customary negative covenants limiting, among other things, indebtedness, investments, liens, dispositions of assets, restricted payments (including dividends), transactions with affiliates, prepayments of indebtedness, capital expenditures, changes in nature of business and amendments to documents. The Company was in compliance with, or received waivers for breaches of, all such covenants as of December 31, 2018. The Company may prepay in whole or in part, the outstanding principal and accrued unpaid interest under the Corporate Credit Agreement. We did not make repayment on the original $150.0 million borrowing prior to August 4, 2018, and thus did not incur any prepayment fee. The Corporate Credit Agreement is collateralized by certain of the assets of the Borrowers and stated guarantors. In connection with the refinancing of certain debt agreements in exchange for the Corporate Credit Agreement, the Company recorded a loss on debt extinguishment of $1.4 million during the year ended December 31, 2017 related to prepayment fees, breakage costs and accelerated amortization of debt financing fees, which was recorded in other expense within the consolidated statements of operations and comprehensive income. BVI Loan Agreement In connection with the acquisition of the capital stock of AquaVenture (BVI) Holdings Limited (“BVI Acquiree”), in June 2015, the Company assumed the $43.0 million credit facility of its subsidiary, Seven Seas Water (BVI) Ltd., arranged by a bank (the “BVI Loan Agreement”). The BVI Loan Agreement closed on November 14, 2013 and was arranged to finance the construction of a desalination facility at Paraquita Bay in Tortola, BVI and other contractual obligations. The BVI Loan Agreement is project financing with recourse only to the stock, assets and cash flow of Seven Seas Water (BVI) Ltd. and is not guaranteed by the Company or any of its other subsidiaries. The BVI Loan Agreement is guaranteed by United Kingdom Export Finance. As of the acquisition date of June 11, 2015, $40.8 million remained outstanding. In addition, approximately $820 thousand remained available for draw through October 2016. The BVI Loan Agreement was amended on May 7, 2014 and June 11, 2015 to reflect extensions in milestone dates and the acquisition of Seven Seas Water (BVI) Ltd. The BVI Loan Agreement is collateralized by all shares and underlying assets of Seven Seas Water (BVI) Ltd. Prior to the amendment on August 4, 2017, the BVI Loan Agreement provided for interest on the outstanding borrowings at LIBOR plus 3.5% per annum and interest was paid quarterly. The loan principal is repayable quarterly beginning in March 31, 2015 in 26 quarterly installments that escalate over the term of the loan. On August 4, 2017, Seven Seas Water (BVI) Ltd. amended the BVI Loan Agreement to extend the amortization on principal to May 2022 and reduce the spread applied to the LIBOR base rate used in the calculation of interest by 50 basis points to LIBOR plus 3.0% per annum. The United Kingdom Export Finance also extended its participation in the project to match the extended term of the amended BVI Loan Agreement. All other material terms of the original loan agreement remained unchanged. As of December 31, 2018, the weighted-average interest rate was 5.8%. Seven Seas Water (BVI) Ltd. may prepay the principal amounts of the loans at par prior to the maturity date, in whole or in part. The BVI Loan Agreement includes both financial and nonfinancial covenants, limits the amount of additional indebtedness that Seven Seas Water (BVI) Ltd. can incur and places annual limits on capital expenditures for this subsidiary. The BVI Loan Agreement also places restrictions on distributions made by Seven Seas Water (BVI) Ltd. which is only permitted to make distributions to shareholders and affiliates of AquaVenture Holdings Limited if specified debt service coverage and loan life coverage ratios are met and it is in compliance with all loan covenants. The BVI Loan Agreement contains a number of negative covenants restricting, among other things, indebtedness, investments, liens, dispositions of assets, restricted payments (including dividends), mergers and acquisitions, accounting changes, transactions with affiliates, prepayments of indebtedness, capital expenditures, and changes in nature of business and joint ventures. In addition, Seven Seas Water (BVI) Ltd is subject to quarterly financial covenant compliance, including minimum debt service and loan life coverage ratios, and must maintain minimum debt service reserve and maintenance reserve funds with the bank in addition to other minimum balance requirements as set forth in the agreement. Seven Seas Water (BVI) Ltd. was in compliance with, or received waivers for breaches of, all such covenants as of December 31, 2018. Other Debt The Company primarily finances its vehicles under three‑year terms with interest rates per annum ranging from 3.4% to 4.5%. Maturities of Long‑Term Debt Maturities of long‑term debt were as follows as of December 31, 2018 (in thousands): Amount Due 2019 $ 6,537 2020 6,590 2021 306,349 2022 2,834 2023 and thereafter — Total face value of long-term debt $ 322,310 Restricted Net Assets The Corporate Credit Agreement contains no restrictions on the transfer of net assets in the form of loans, advances or cash dividends to the ultimate parent company. In accordance with the negative covenants as defined within the BVI Loan Agreement, Seven Seas Water (BVI) Ltd. is restricted from declaring dividends unless certain criteria, including financial ratios and operational commitments, under the BVI Loan Agreement have been met. Seven Seas Water (BVI) Ltd. met all the requirements as of December 31, 2018 and 2017 and thus, there were no net asset restrictions for 2018 or 2017. As of December 31, 2018 and 2017, there were no restricted net assets of the Company. Deferred Financing Fees The Company incurred debt financing fees in relation to long‑term debt arrangements. These fees are amortized over the term of the related debt using the effective interest method. At December 31, 2018, 2017 and 2016, deferred financing fees, net of amortization, were $2.6 million, $3.3 million and $1.3 million, respectively, and were recorded in long‑term debt in the consolidated balance sheets. Amortization expense related to debt financing fees for the years ended December 31, 2018, 2017 and 2016 was $1.0 million, $878 thousand, $816 thousand respectively, and was included in interest expense in the consolidated statements of operations and comprehensive income. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Measurements | |
Fair Value Measurements | 10. Fair Value Measurements At December 31, 2018 and 2017, the Company had the following assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets: · U.S. Treasury securities are measured on a recurring basis and are recorded at fair value based on quoted market value in an active market, which is considered a Level 1 input. · Money market funds are measured on a recurring basis and are recorded at fair value based on each fund’s quoted market value per share in an active market, which is considered a Level 1 input. · Acquisition contingent consideration is measured on a recurring basis and is recorded at fair value based on a probability‑weighted discounted cash flow model which utilizes unobservable inputs such as the forecasted achievement of performance targets throughout the earn‑out period, which is considered a Level 3 input. There were no transfers into or out of Level 1, 2 or 3 assets during the years ended December 31, 2018 and 2017. Transfers between levels are deemed to have occurred if the lowest level of input were to change. The Company’s fair value measurements as of December 31, 2018 and 2017 were as follows (in thousands): Quoted Prices in Significant Active Markets Other Significant Asset/ for Identical Observable Unobservable Assets/Liabilities Measured at Fair Value (Liability) Assets (Level 1) Inputs (Level 2) Inputs (Level 3) As of December 31, 2018 Recurring basis: Money market funds $ 42,135 $ 42,135 $ — $ — Acquisition contingent consideration $ 3,109 $ — $ — $ 3,109 As of December 31, 2017 Recurring basis: Money market funds $ 11,333 $ 11,333 $ — $ — U.S. Treasury securities $ 83,999 $ 83,999 $ — $ — See Note 14— “Commitments and Contingencies” for changes in the estimated fair value and additional information on the acquisition contingent consideration. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation | |
Share-Based Compensation | 11. Share‑based Compensation Conversion Upon Corporate Reorganization As described in Note 1—“Description of the Business”, the Company completed a reorganization on October 4, 2016, which resulted in the conversion, pursuant to the terms of AquaVenture Holdings LLC’s limited liability agreement, of all outstanding equity awards of AquaVenture Holdings LLC to equity awards of AquaVenture Holdings Limited, with the underlying security being ordinary shares of AquaVenture Holdings Limited. The conversion retained the same economics of each of the outstanding equity awards. All other terms, including vesting, remained unchanged. The Class B shares, MIP shares and certain of the Incentive shares were converted into zero ordinary shares of AquaVenture Holdings Limited as the fair value of the shares was below the respective hurdle prices, as defined by AquaVenture Holdings LLC’s limited liability agreement, at the time of the reorganization. No incremental share-based compensation expense will be recorded subsequent to October 4, 2016 for the Class B shares, MIP shares and the Incentive shares that converted to zero ordinary shares. The Quench USA Holdings LLC 2014 Equity Incentive Plan and Quench USA, Inc. 2008 Stock Plan (“Quench Equity Plans”) were assumed by AquaVenture Holdings Limited on October 4, 2016. All outstanding awards of the Quench Equity Plans were also converted to equity awards of AquaVenture Holdings Limited, with the underlying security being ordinary shares of AquaVenture Holdings Limited. Consistent with the effects of the conversion on the AquaVenture Holding LLC equity awards, economics for each outstanding award were retained and all terms, including vesting, remained unchanged. I ssuances of securities under the AquaVenture Holdings LLC Amended and Restated Equity Incentive Plan and the Quench Equity Plans ceased at the time of the effectiveness of the IPO on October 5, 2016. As a result, no securities remain available for issuance under these plans . Equity Awards Activity Before Corporate Reorganization AquaVenture Equity Awards The AquaVenture Holdings LLC Equity Incentive Plan, which was amended on June 6, 2014 and October 27, 2014, allows for the issuance of MIP shares, Incentive shares, Class B shares, and the grant of options to purchase Common shares (including both Incentive shares and Ordinary shares) and Class B shares, to officers, employees, managers, directors and other key persons, including consultants to the Company (collectively, the “Participants”). All such grants are subject to time‑based vesting, which is determined on a grant‑by‑grant basis, and certain other restrictions. Class B shares, MIP shares and Incentive shares granted as “profits interests” for federal tax purposes had a hurdle price equal to their fair value at the time of grant, and options to purchase shares have an exercise price equal to their fair value at time of grant. The contractual term of options awarded is typically ten years, while all other award types contain no contractual term. Holders of the Class B shares, MIP shares and Incentive shares were entitled to receive distributions (i) with respect to their vested shares, when such distributions are made, and (ii) with respect to their unvested shares, when such shares vest. Upon termination of a recipient’s business relationship with the Company, the Company has the right, but not the obligation, to repurchase the vested shares or shares issued upon exercise of an option, at the then fair value of such shares during periods specified in the awards. Unvested shares and options expire on the termination of the recipient’s business relationship. The following table presents the activity of the Incentive shares, MIP shares and Class B shares for the period ended October 4, 2016, the date the Corporate Reorganization was completed (in thousands, except per share amounts): Incentive Shares MIP Shares Class B Shares Weighted Weighted Weighted Average Average Average Number Grant Date Number Grant Date Number Grant Date of Shares Fair Value of Shares Fair Value of Shares Fair Value Unvested as of December 31, 2015 506 $ 0.30 940 $ 0.31 4,072 $ 0.81 Vested (180) $ 0.28 (940) $ 0.31 (1,025) $ 0.81 Forfeited — $ — — $ — (7) $ 0.82 Converted upon Corporate Reorganization (326) $ 0.31 — $ — (3,040) $ 0.81 Unvested as of October 4, 2016 — $ — — $ — — $ — The following table presents the activity of options to purchase Ordinary shares and Class B shares for the period ended October 4, 2016, the date the Corporate Reorganization was completed (in thousands, except per share amounts): Options to Purchase Options to Purchase Ordinary Shares Class B Shares Weighted Weighted Average Weighted Average Weighted Exercise Average Exercise Average Number of Price Grant Date Number of Price Grant Date Options Per Share Fair Value Options Per Share Fair Value Outstanding as of December 31, 2015 1,319 $ 1.14 170 $ 4.95 Exercised (2) $ 0.60 — $ — Forfeited (2) $ 1.78 — $ — Expired (7) $ 0.60 — $ — Converted upon Corporate Reorganization (1,308) $ 1.14 (170) $ 4.95 Outstanding as of October 4, 2016 — $ — — $ — Exercisable as of October 4, 2016 — $ — — $ — There were no options to purchase Class B shares exercised during the year ended December 31, 2016. Quench USA Holdings, LLC Equity Awards In addition to being eligible for AquaVenture equity awards, employees of Quench USA remain eligible for continued vesting of Quench USA Holdings, LLC equity awards granted prior to the acquisition of all the assets of Quench USA Holdings, LLC by the Company in 2014. The Company recognizes share‑based compensation expense for equity awards that will continue to vest and for new awards granted by Quench USA Holdings, LLC to the extent such expense was not previously recorded. The equity awards that continued to vest after June 6,2014 include options to purchase ordinary shares of Quench USA Holdings, LLC and incentive shares of Quench USA Holdings, LLC granted as “profits interests” for federal income tax purposes. Equity awards granted after June 6, 2014 include options to purchase ordinary shares of Quench USA Holdings, LLC. The awards granted pursuant to the Quench USA Holdings, LLC equity incentive plan are typically subject to time‑based vesting terms from the vesting commencement date and certain other restrictions. Both options and incentive shares granted as “profits interests” are typically subject to a time‑based vesting term, which is determined on a grant‑by‑grant basis. Incentive shares granted as “profits interests” have a hurdle price equal to their fair value at the time of grant, and options to purchase shares have an exercise price equal to their fair value at time of grant. The contractual term of options awarded is ten years, while the incentive shares contain no contractual term. Holders of incentive shares were entitled to receive distributions (i) with respect to their vested shares, when such distributions are made, and (ii) with respect to their unvested shares, when such shares vest. Upon termination of a recipient’s business relationship with the Company, the Company has the right, but not the obligation, to repurchase the vested shares or shares issued upon exercise of an option, at the then fair value of such shares during periods specified in the award. Unvested shares and options expire on the termination of the recipient’s business relationship. The Company uses the Black‑Scholes option pricing model to determine both the grant date fair value and fair value of the Quench USA Holdings, LLC awards granted or vested after June 6, 2014. The weighted‑average assumptions for the awards granted after June 6, 2014 were: (i) expected term of 6.25 years; (ii) expected volatility of 35.2%; (iii) risk‑free rate of 1.9%; and (iv) expected dividend percentage of 0%. There were no grants of Quench USA Holdings, LLC awards during the year ended December 31, 2016. As of the date of conversion, the Company determined there was no difference between the grant date fair value of the outstanding equity awards, and, as a result, no additional share‑based compensation was recorded. The following table presents the activity of the Quench USA Holdings, LLC incentive shares granted as “profits interests” for the period ended October 4, 2016, the date the Corporate Reorganization was completed (in thousands, except per share amounts): Weighted Average Number of Grant Date Shares Fair Value Outstanding as of December 31, 2015 1,000 $ 0.13 Vested (1,000) $ 0.13 Converted upon Corporate Reorganization — $ — Outstanding as of October 4, 2016 — $ — The following table presents the activity of options to purchase Quench USA Holdings, LLC shares for the period ended October 4, 2016, the date the Corporate Reorganization was completed (in thousands, except per share amounts): Weighted Average Weighted Exercise Average Number of Price Per Grant Date Options Share Fair Value Outstanding as of December 31, 2015 2,500 $ 1.01 Forfeited (143) $ 1.00 Expired (87) $ 1.00 Converted upon Corporate Reorganization (2,270) $ 1.02 Outstanding as of October 4, 2016 — $ — Exercisable as of October 4, 2016 — $ — There were no options exercised during the period ended October 4, 2016, the date the Corporate Reorganization was completed. AquaVenture Equity Awards On September 22, 2016, the Company approved and adopted the AquaVenture Holdings Limited 2016 Share Option and Incentive Plan (“2016 Plan”), which allows for the issuance of incentive share options, non-qualified share options, share appreciation rights, restricted share units, restricted share awards, unrestricted share awards, cash-based awards, performance share awards and dividend equivalent rights to officers, employees, managers, directors and other key persons, including consultants to the Company. The aggregate number of ordinary shares initially authorized for issuance, subject to adjustment upon a change in capitalization, under the 2016 Plan was 5.0 million shares. The shares authorized for issuance increase annually by 4% of the number of ordinary shares issued and outstanding on the immediately preceding December 31. As of December 31, 2018, the number of ordinary shares authorized for issuance under the 2016 Plan was 7.1 million shares. On October 4, 2016, the outstanding equity awards of the AquaVenture Holdings LLC Amended and Restated Equity Incentive Plans were converted to equity awards of AquaVenture Holdings Limited, with the underlying security being ordinary shares of the AquaVenture Holdings Limited. In addition, the Quench USA Holdings LLC 2014 Equity Incentive Plan and Quench USA, Inc. 2008 Stock Plan (“Quench Equity Plans”) were assumed by AquaVenture Holdings Limited on October 4, 2016. All outstanding awards of the Quench Equity Plans were also converted to equity awards of AquaVenture Holdings Limited, with the underlying security being ordinary shares of the AquaVenture Holdings Limited. The authority to grant additional equity awards under the AquaVenture Holdings LLC Amended and Restated Equity Incentive Plan, Quench USA Holdings LLC 2014 Equity Incentive Plan and Quench USA, Inc. 2008 Stock Plan ceased effective October 5, 2016 at the time of the initial public offering. As a result, no additional equity award grants may be made under these plans. Options to Purchase Ordinary Shares Options to purchase ordinary shares granted by the Company contains time-based vesting terms ranging from two to four years. The exercise price of the option to purchase ordinary shares will be equal to the closing share price of Company’s ordinary shares on the date of grant. The contractual term of options to purchase ordinary shares awarded is ten years. Upon the termination of the recipient’s business relationship, unvested options to purchase ordinary shares are forfeited while vested options to purchase ordinary shares will remain eligible for exercise for a period of 90 days from the recipient’s termination date. Generally, after 90 days from the recipient’s termination date, the vested options to purchase ordinary shares expire. The Company uses the Black‑Scholes option pricing model to determine the fair value of the options to purchase ordinary shares under the plan. There were no options to purchase ordinary shares granted during the year ended December 31, 2018. The following weighted average assumptions were used to determine such fair values of the option awards granted during the years ended December 31: 2017 2016 Options to Options to Purchase Purchase Ordinary Shares Ordinary Shares Expected term (years) 6.3 5.7 Expected volatility 31.2 % 30.7 % Risk-free rate 2.1 % 1.4 % Expected dividends — % — % The simplified method was used to determine the expected term assumptions as the Company does not have sufficient history to make more refined estimates of the expected term. The risk‑free rate assumption was based on U.S. Treasury yields with similar terms. Expected volatility is based on the historical volatility of a selected peer group over a period equivalent to the expected term. The expected dividend yield is 0% because the Company does not have a history of paying dividends or future plans of doing so. The following table presents the activity of options to purchase ordinary shares, including those converted from the Corporate Reorganization, for the years ended December 31, 2018, 2017 and 2016 (in thousands, except per share amounts): Options to Purchase Ordinary Shares Weighted Average Weighted Exercise Average Number of Price Grant Date Options Per Share Fair Value Converted upon Corporate Reorganization 205 $ 22.61 Granted 3,548 $ 18.07 $ 5.70 Forfeited (11) $ 19.76 Expired (1) $ 15.98 Outstanding as of December 31, 2016 3,741 $ 18.31 Granted 78 $ 16.07 $ 5.62 Exercised (8) $ 9.05 Forfeited (99) $ 18.52 Expired (27) $ 23.53 Outstanding as of December 31, 2017 3,685 $ 18.24 Granted — $ — $ — Exercised (30) $ 14.60 Forfeited (32) $ 17.43 Expired (36) $ 19.92 Outstanding as of December 31, 2018 3,587 $ 18.26 Exercisable as of December 31, 2018 3,308 $ 18.28 As mentioned above, there were no options to purchase ordinary shares granted during the year ended December 31, 2018. The remaining weighted‑average contractual term for options to purchase ordinary shares outstanding as of December 31, 2018 was 7.7 years. The remaining weighted‑average contractual term for options to purchase ordinary shares exercisable as of December 31, 2018 was 7.6 years. The aggregate intrinsic value of options to purchase ordinary shares outstanding as of December 31, 2018 was $3.5 million. The aggregate intrinsic value of options to purchase ordinary shares exercisable as of December 31, 2018 was $3.2 million. As of December 31, 2018, total unrecognized compensation expense related to the options to purchase ordinary shares was $1.5 million, which will be recognized over a weighted‑average remaining period of 1.0 years. Restricted Awards Restricted awards include restricted share units and restricted share awards. Restricted share units are settled in ordinary shares upon the satisfaction of stated restrictions and conditions at the time of grant while restricted share awards are considered issued and outstanding ordinary shares, subject to trading restrictions until satisfaction of stated restrictions and conditions, at the time of grant and shall have the same rights as a shareholder of the Company, including voting and dividend rights. Restricted awards granted by the Company contain time-based vesting terms ranging from one to four years and have no contractual term. Generally, unvested restricted awards will be forfeited on the termination of the recipient’s business relationship. The following table presents the activity of restricted awards, including those converted from the Corporate Reorganization, for the years ended December 31, 2018, 2017 and 2016 (in thousands, except per share amounts): Restricted Share Units Weighted Average Number Grant Date of Shares Fair Value Converted upon Corporate Reorganization 3 $ 6.51 Granted 200 $ 19.97 Vested (1) $ 9.12 Forfeited — $ — Unvested as of December 31, 2016 202 $ 19.80 Granted 57 $ 17.33 Vested (101) $ 19.62 Forfeited (8) $ 19.97 Unvested as of December 31, 2017 150 $ 18.97 Granted 430 $ 15.30 Vested (145) $ 19.01 Forfeited (11) $ 15.23 Unvested as of December 31, 2018 424 $ 15.33 During the year ended December 31, 2018, the Company granted 0.4 million restricted share units. Substantially all of the granted restricted share units have a time-based vesting schedule of four years, primarily with 25% vesting on the first anniversary of the date of grant and the remaining 75% vesting quarterly over the remaining three years. The fair market value of restricted share units is determined based on the closing share price of the Company’s ordinary shares on the date of grant and is amortized on a straight-line basis over the requisite service period. The aggregate grant date fair value of the awards granted during the year ended December 31, 2018 was $6.6 million. As of December 31, 2018, total unrecognized compensation expense related to the restricted share units was $5.1 million, which will be recognized over a weighted‑average remaining period of 1.6 years. Employee Stock Purchase Plan Under the 2016 Employee Stock Purchase Plan (“2016 ESPP”), the Company offers eligible employee participants to purchase the Company’s ordinary shares at a price equal to the lesser of 85% of the closing market price on the first or last day of an established offering period. Under the 2016 ESPP, 22 thousand shares were sold to eligible employees during the year ended December 31, 2018. Share-based compensation expense is recognized based on the fair value of the employees’ purchase rights under the 2016 ESPP and is amortized on a straight-line basis over the offering period. As of December 31, 2018, the number of ordinary shares authorized for issuance under the 2016 ESPP was 0.7 million shares. Independent Directors’ Deferred Compensation Program Under the Independent Directors' Deferred Compensation Program (the “Deferred Compensation Program”), which was established under the 2016 Plan, eligible members of the Company’s board of directors (“Eligible Directors”) are able to defer all or a portion of the cash compensation or equity awards which they are due in the form of phantom share units. Each phantom share unit is the economic equivalent of one ordinary share of the Company. The number of phantom share units credited to the Eligible Director’s deferred account is equal to 120% of the aggregate deferred cash fees that would otherwise be payable on such date divided by the closing price of the Company’s ordinary shares on the award date. No other premium is given to the directors for deferral of their equity awards. Phantom share units shall be settled in ordinary shares upon the earlier of the Eligible Director’s death, disability, separation from the board, sale event, or end of the first full fiscal year after the grant date. The phantom share units issued in lieu of the cash retainers have no vesting period and cannot be forfeited. The phantom share units issued in lieu of the restricted units will have a stated vesting period but will then have a deferred delivery once vested. Share-based compensation expense for the phantom share units issued in lieu of the cash retainers is recognized on the date of grant, while share-based compensation expense for the phantom share units issued in lieu of the restricted units is recognized over the requisite service period, which is typically 12 months. During the year ended December 31, 2018, the Company granted 48 thousand phantom share units to Eligible Directors, including 37 thousand phantom share units subject to a 12 month vesting period and 11 thousand phantom shares that are immediately vested. The aggregate grant date fair value of the awards granted during the year ended December 31, 2018 was $0.7 million. During the year ended December 31, 2018, 6 thousand phantom shares were converted to 6 thousand ordinary shares of the Company pursuant to the term in the Deferred Compensation Program. At December 31, 2018, 48 thousand phantom shares remained outstanding. Share‑Based Compensation Expense Total share‑based compensation expense recognized related to all equity awards during the years ended December 31, 2018, 2017 and 2016 was $11.2 million, $12.1 million and $4.0 million, respectively. For the year ended December 31, 2018, $11.0 million and $0.2 million were recorded in SG&A and cost of revenues, respectively, within the consolidated statements of operations and comprehensive income. For the year ended December 31, 2017, $11.7 million and $0.4 were recorded in SG&A and cost of revenues, respectively, within the consolidated statements of operations and comprehensive income. For the year ended December 31, 2016, $4.0 million and $0 were recorded in SG&A and cost of revenues, respectively, within the consolidated statements of operations and comprehensive income. There was no related tax benefit for the years ended December 31, 2018, 2017 and 2016. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2018 | |
Loss per Share | |
Loss per Share | 12. Loss per Share Basic earnings (loss) per share is computed by dividing net earnings (loss) attributable to ordinary shareholders for the period by the weighted-average number of ordinary shares outstanding during the same period. Basic weighted-average shares outstanding excludes unvested shares of restricted share awards. Diluted earnings (loss) per share is computed by dividing net earnings (loss) attributable to ordinary shareholders for the period by the weighted-average number of ordinary shares outstanding adjusted to give effect to potentially dilutive securities using the treasury stock method, except where the effect of including the effect of such securities would be anti-dilutive. There were no ordinary shares outstanding prior to October 6, 2016 and, therefore, no loss per share information has been presented for any period prior to that date. The following table reconciles net loss to net loss applicable to ordinary shareholders for the periods presented (in thousands, except per share amounts): Year Ended October 6, 2016 December 31, through 2018 2017 December 31, 2016 Numerator: Net loss $ (20,728) $ (24,894) $ (7,314) Denominator: Weighted-average ordinary shares outstanding - basic and diluted 26,583 26,426 25,784 Loss per share - basic and diluted $ (0.78) $ (0.94) $ (0.28) Given that the Company had a net loss for the periods presented, the calculation of diluted loss per share is computed using basic weighted average ordinary shares outstanding. Approximately 4.1 million weighted-average outstanding share awards for the year ended December 31, 2018 were excluded from the calculation of diluted earnings per share because their effect was antidilutive. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Plans | |
Employee Benefit Plans | 13. Employee Benefit Plans On April 1, 2013, the Company began offering a defined contribution 401(k) plan to its Seven Seas Water employees in the United States (“SSW Plan”). During the year ended December 31, 2017, the Company contributed 3% of each employee’s compensation to the SSW Plan. As of January 1, 2018, the SSW Plan was amended and the Company now matches 50% of the first 6% of the employee’s compensation deferred under the plan. On June 6, 2014 in connection with the acquisition of Quench, the Company assumed the Quench USA, Inc. 401(K) Profit Sharing Plan and Trust (“Quench Plan”) which covers substantially all of the employees of Quench. The Company matches 50% of the first 6% of the employee’s compensation deferred in the Quench Plan. The Company’s expense for both the plans for the years ended December 31, 2018, 2017 and 2016 was $0.8 million, $0.7 million and $0.8 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure | |
Commitments and Contingencies | 14. Commitments and Contingencies Asset Retirement Obligations ARO liabilities, which arise from contractual requirements to perform certain asset retirement activities and is generally recorded when the asset is constructed, is based on the Company’s engineering estimates of future costs to dismantle and remove equipment from a customer’s plant site and to restore the site to a specified condition at the conclusion of a contract. As appropriate, the Company revises certain of its liabilities based on changes in the projected costs for future removal and shipping activities. These revisions, along with accretion expense, are included in cost of revenues in the consolidated statements of operations and comprehensive income. During the years ended December 31, 2018, 2017 and 2016, the Company recorded accretion expense of $50 thousand, $49 thousand and $43 thousand, respectively. No valuation adjustments were recorded during the years ended December 31, 2018, 2017 and 2016. At December 31, 2018 and 2017, the current portion of the ARO liabilities was $0.7 million and $26 thousand, respectively, and was recorded in accrued liabilities in the consolidated balance sheets. At December 31, 2018 and 2017, the long‑term portion of the ARO liabilities was $0.5 million and $1.1 million, respectively, and was recorded in other long‑term liabilities in the consolidated balance sheets. As of December 31, 2018, the Company estimated remaining payments (undiscounted) for the ARO liability to be $1.5 million. Acquisition Contingent Consideration Acquisition contingent consideration represents the additional purchase price that was derived in connection with certain acquisitions. A reconciliation of the beginning and ending amounts of the acquisition contingent consideration is as follows (in thousands): Year Ended December 31, 2018 Acquisition contingent consideration at beginning of year $ 50 Acquired during the period 3,198 Payments (112) Valuation adjustments (40) Interest accretion 13 Acquisition contingent consideration at end of year $ 3,109 A portion of the acquisition contingent consideration liabilities are contingent on the future collection of certain acquired receivables and are recorded at fair value based on collectability and a discount factor. The remaining acquisition contingent consideration liabilities are contingent on the future performance of the acquired business and are recorded at fair value based on a Monte Carlo Simulation which utilizes unobservable inputs, including forecasted revenues. Any change in the valuation of the acquisition contingent consideration will be recorded as a valuation adjustment within SG&A expenses in the consolidated statements of operations and comprehensive income. The Company recorded accretion expense within the consolidated statements of operations and comprehensive income of $13 thousand, $0 and $35 thousand, respectively, for the years ended December 31, 2018, 2017 and 2016. The Company recorded a gain on the change in fair value for the years ended December 31, 2018, 2017 and 2016 of $40 thousand, $0 and $86 thousand, respectively, which was recorded in SG&A in the consolidated statements of operations and comprehensive income. A payment of $0.1 million was made during the fourth quarter of 2018. At December 31, 2018 and 2017, $2.7 million and $50 thousand, respectively, was deemed current and was recorded in accrued liabilities in the consolidated balance sheets. At December 31, 2018 and 2017, $0.4 million and $0, respectively, was deemed long-term and was recorded in other long-term liabilities in the consolidated balance sheets. Leases The Company leases space and operating assets under non‑cancelable operating leases expiring at various dates with some containing escalation in rent clauses, rent concessions and/or renewal options. Minimum lease payments under operating leases are recognized on a straight‑line basis over the term of the lease, including any periods of free rent. Rent expense for the years ended December 31, 2018, 2017 and 2016 was $2.0 million, $1.9 million and $1.9 million, respectively. Future minimum lease payments under non‑cancelable operating leases are summarized as follows (in thousands): 2019 $ 2,097 2020 905 2021 990 2022 856 2023 773 Thereafter 5,117 $ 10,738 Change in Control Incentive Bonus Plan In connection with the Contribution on June 6, 2014, the Company assumed a management and incentive bonus (“Quench MIP”) pursuant to which certain employees of Quench USA were entitled to a special cash bonus upon the occurrence of a sale event. As defined in the Quench MIP, a sale event includes, but is not limited to, an initial public offering. The potential cash bonus pool under the Quench MIP would be the lesser of: (i) 10% of the value of the outstanding securities of Quench USA Holdings LLC in excess of $21 million after giving effect to all payments under the plan; or (ii) $6 million. On October 12, 2016, the Company completed its IPO which triggered payment of the Quench MIP. Based on the terms of the Quench MIP, the Company paid to certain of its employees an aggregate of $6.1 million of cash, which was recorded in SG&A expenses in the consolidated statements of operations and comprehensive income during the fourth quarter of 2016. No further obligations are due under the Quench MIP. Litigation The Company, may, from time to time, be a party to legal proceedings, claims, and administrative matters that arise in the normal course of business. The Company has made accruals with respect to certain of these matters, where appropriate, that are reflected in the consolidated financial statements but are not, individually or in the aggregate, considered material. For other matters for which an accrual has not been made, the Company has not yet determined that a loss is probable or the amount of loss cannot be reasonably estimated. While the ultimate outcome of the matters cannot be determined, the Company currently does not expect that these proceedings and claims, individually or in the aggregate, will have a material effect on the consolidated financial position, results of operations, or cash flows. The outcome of any litigation is inherently uncertain, however, and if decided adversely to the Company, or if the Company determines that settlement of particular litigation is appropriate, the Company may be subject to liability that could have a material adverse effect on the consolidated financial position, results of operations, or cash flows. The Company maintains liability insurance in such amounts and with such coverage and deductibles as management believes is reasonable. The principal liability risks that the Company insures against are customer lawsuits caused by damage or nonperformance, workers’ compensation, personal injury, bodily injury, property damage, directors’ and officers’ liability, errors and omissions, employment practices liability and fidelity losses. There can be no assurance that the Company’s liability insurance will cover all events or that the limits of coverage will be sufficient to fully cover all liabilities. As of December 31, 2018 and 2017, the Company determined there are no matters for which a material loss is reasonably possible or the Company has either determined that the range of loss is not reasonably estimable or that any reasonably estimable range of loss is not material to the consolidated financial statements. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2018 | |
Cash Flow Information | |
Supplemental Cash Flow Information | 15. Supplemental Cash Flow Information Supplemental cash flow information is as follows for the years ended December 31 (in thousands): Year Ended December 31, 2018 2017 2016 Cash paid during the period: Income taxes, net $ 1,903 $ 1,373 $ 427 Interest, net $ 14,044 $ 7,474 $ 10,606 Non-Cash Transaction Information: Non-cash capital expenditures $ 2,890 $ 994 $ 1,248 Deferred tax adjustment $ — $ 1,672 $ — Unpaid debt financing costs $ 86 $ 47 $ — Unpaid offering costs $ — $ — $ 1,167 Deferred offering costs reclassified to additional paid-in-capital $ — $ — $ 7,004 Non-cash issuance of ordinary shares in connection with an acquisition $ 2,041 $ — $ — The components of total ending cash for the periods presented in the consolidated statement of cash flows are as follows (in thousands): As of December 31, 2018 2017 2016 Cash and cash equivalents $ 56,618 $ 118,090 $ 95,334 Restricted cash, current — — 166 Restricted cash, non-current 4,153 4,269 5,895 Cash, cash equivalents and restricted cash $ 60,771 $ 122,359 $ 101,395 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting | |
Segment Reporting | 16. Segment Reporting The Company has two operating and reportable segments, Seven Seas Water and Quench. This determination is supported by, among other factors, the existence of individuals responsible for the operations of each segment and who also report directly to the Company’s chief operating decision maker (“CODM”), the nature of the segment’s operations and information presented to the Company’s CODM. Seven Seas Water provides outsourced desalination solutions and wastewater treatment and water reuse solutions for governmental, municipal (including utility districts), industrial, property developers and hospitality customers. Quench rents and sells bottleless filtered water coolers and other products that use filtered water as an input, such as ice machines, sparkling water dispensers and coffee brewers, to customers throughout the United States and Canada. In addition to the Seven Seas Water and Quench segments, the Company records certain general and administrative costs that are not allocated to either of the reportable segments within “Corporate and Other” for the CODM and for segment reporting purposes. These costs include, but are not limited to, professional service fees and other expenses to support the activities of the registrant holding company. Corporate and Other does not include any labor allocations from the Seven Seas Water and Quench segments. The Company believes this presentation more accurately portrays the results of the core operations of each of the operating and reportable segments to the CODM. The Corporate and Other administration function is not treated as a segment. As part of the segment reconciliation below, intercompany interest expense and the associated intercompany interest income are included but are eliminated in consolidation. The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 57,262 $ — $ — $ 57,262 Rental 2,318 61,898 — 64,216 Product sales 2,817 17,288 — 20,105 Financing 4,025 — — 4,025 Total revenues 66,422 79,186 — 145,608 Gross profit: Bulk water 30,746 — — 30,746 Rental 1,731 34,460 — 36,191 Product sales 493 6,047 — 6,540 Financing 4,025 — — 4,025 Total gross profit 36,995 40,507 — 77,502 Selling, general and administrative expenses 30,143 48,670 4,832 83,645 Income (loss) from operations 6,852 (8,163) (4,832) (6,143) Other expense, net (15,896) Loss before income tax expense (22,039) Income tax benefit (1,311) Net loss $ (20,728) Other information: Depreciation and amortization $ 15,469 $ 19,064 $ — $ 34,533 Expenditures for long-lived assets $ 3,521 $ 16,105 $ — $ 19,626 Amortization of deferred financing fees $ 263 $ 203 $ 497 $ 963 As of December 31, 2018 Total assets $ 385,649 $ 300,195 $ 39,619 $ 725,463 The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2017 (in thousands): Year Ended December 31, 2017 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 53,436 $ — $ — $ 53,436 Rental — 52,997 — 52,997 Product sales — 9,796 — 9,796 Financing 4,534 — — 4,534 Total revenues 57,970 62,793 — 120,763 Gross profit: Bulk water 26,291 — — 26,291 Rental — 29,513 — 29,513 Product sales — 4,017 — 4,017 Financing 4,534 — — 4,534 Total gross profit 30,825 33,530 — 64,355 Selling, general and administrative expenses 28,431 39,400 4,590 72,421 Income (loss) from operations 2,394 (5,870) (4,590) (8,066) Other expense, net (13,387) Loss before income tax expense (21,453) Income tax expense 3,441 Net loss $ (24,894) Other information: Depreciation and amortization $ 14,306 $ 15,342 $ — $ 29,648 Loss on extinguishment of debt $ 820 $ 569 $ — $ 1,389 Expenditures for long-lived assets $ 1,990 $ 12,455 $ — $ 14,445 Amortization of deferred financing fees $ 430 $ 250 $ 198 $ 878 As of December 31, 2017 Total assets $ 254,202 $ 202,456 $ 97,287 $ 553,945 The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2016 (in thousands): Year Ended December 31, 2016 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 50,893 $ — $ — $ 50,893 Rental — 48,699 — 48,699 Product sales 727 9,540 — 10,267 Financing 1,713 — — 1,713 Total revenues 53,333 58,239 — 111,572 Gross profit: Bulk water 25,368 — — 25,368 Rental — 27,262 — 27,262 Product sales — 4,398 — 4,398 Financing 1,713 — — 1,713 Total gross profit 27,081 31,660 — 58,741 Selling, general and administrative expenses 24,307 44,092 2,477 70,876 Income (loss) from operations 2,774 (12,432) (2,477) (12,135) Other expense, net (8,419) Loss before income tax (20,554) Income tax expense 365 Net loss $ (20,919) Other information: Depreciation and amortization expense $ 13,975 $ 13,573 $ — $ 27,548 Gain on bargain purchase, net of deferred taxes $ 1,429 $ — $ — 1,429 Gain on extinguishment of debt $ 1,610 $ — $ — $ 1,610 Expenditures for long-lived assets $ 5,962 $ 11,294 $ — $ 17,256 Amortization of deferred financing fees $ 599 $ 217 $ — $ 816 As of December 31, 2016 Total assets $ 273,263 $ 193,427 $ 69,034 $ 535,724 Revenues earned by major geographical region were (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 81,988 $ 62,552 $ 58,239 Foreign: Trinidad & Tobago 14,294 14,107 12,999 Curaçao 7,704 7,517 7,474 British Virgin Islands 9,821 9,069 10,861 Turks and Caicos 2,455 2,069 1,841 St. Maarten 7,698 7,396 8,546 US. Virgin Islands 10,606 9,355 9,241 Peru 7,599 7,529 1,330 Canada 2,359 253 — All other countries 1,084 916 1,041 Total foreign 63,620 58,211 53,333 Total revenues $ 145,608 $ 120,763 $ 111,572 Revenues earned from major customers, which are all included within the Seven Seas Water reportable segment, were (in thousands): Year Ended December 31, 2018 2017 2016 Customer in Trinidad & Tobago $ 14,294 $ 14,107 $ 12,999 Percentage of total revenues Customer in British Virgin Islands $ 9,821 $ 9,069 $ 10,861 Percentage of total revenues Please refer to See Note 4—“Revenue” for revenues from external customers for each product and service by segment. Long‑lived assets, which include property, plant and equipment, net and construction in process, by major geographic region were (in thousands): December 31, 2018 2017 United States $ 80,386 $ 33,125 Foreign: Trinidad & Tobago 39,030 43,622 Curaçao 3,288 5,768 British Virgin Islands 9,038 8,738 Turks and Caicos 2,914 3,012 Anguilla 3,425 US. Virgin Islands 25,314 28,103 All other countries 2,096 840 Total foreign 85,105 90,083 $ 165,491 $ 123,208 |
Significant Concentrations, Ris
Significant Concentrations, Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2018 | |
Significant Concentrations, Risks and Uncertainties | |
Significant Concentrations, Risks and Uncertainties | 17. Significant Concentrations, Risks and Uncertainties The Company is exposed to interest rate risk resulting from its variable rate loans outstanding that adjust with movements in LIBOR. For the year end December 31, 2018, a significant portion of the Company’s revenues were derived from territories and countries in the Caribbean region. Demand for water in the Caribbean region is impacted by, among other things, levels of rainfall, natural disaster or other catastrophic events, the tourism industry and demand from our industrial clients. Destruction caused by tropical storms and hurricanes, high levels of rainfall, downturn in the level of tourism and demand for real estate could all adversely impact the future performance of the Company as well as cause delays in collections from the Company’s customers. At December 31, 2018, a significant portion of the Company’s property, plant and equipment is located in the Caribbean region. The Caribbean islands are situated in a geography where tropical storms and hurricanes occur with regularity, especially during certain times of the year. The Company designs its plant facilities to withstand such conditions; however, a major storm could result in plant damage or periods of reduced consumption or unavailability of electricity or source seawater needed to produce water in one or more of our locations. It is the Company’s policy to maintain adequate levels of property and casualty insurance; however, the Company only insures certain of its plant for wind damage. The operation of desalination plants requires significant amounts of electricity which typically is provided by the local utility of the jurisdiction in which the plant is located. A shortage of electricity supply caused by force majeure or material increases in electricity costs could adversely impact the Company’s operating results. To mitigate the risk of electricity cost increases, the Company has generally contracted with major customers for those cost increases to be borne by the customers and has invested in energy efficient technology. Management believes that rising energy costs and availability of its supply of electricity would not have a material adverse effect on its future performance. |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data | |
Quarterly Financial Data | 18. Quarterly Financial Data (Unaudited) The following tables provides quarterly information for the years ended December 31, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended March 31 June 30 September 30 December 31 2018 Total revenues $ 32,514 $ 34,445 $ 36,824 $ 41,825 Gross profit 17,025 18,206 19,667 22,604 Loss from operations (2,549) (1,083) (1,159) (1,352) Net loss (6,346) (4,921) (2,732) (6,729) Loss per share-basic and diluted $ (0.24) $ (0.19) $ (0.10) $ (0.25) Three Months Ended March 31 June 30 September 30 December 31 2017 Total revenues $ 28,941 $ 29,840 $ 29,777 $ 32,205 Gross profit 15,005 15,604 16,334 17,412 Loss from operations (2,181) (1,820) (2,096) (1,969) Net loss (6,001) (5,290) (7,288) (6,315) Loss per share-basic and diluted $ (0.23) $ (0.20) $ (0.28) $ (0.24) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events | |
Subsequent Events | 19. Subsequent Events The Company has evaluated subsequent events through the date of issuance of the consolidated financial statements for the year ended December 31, 2018. The subsequent events included the following: · During January and February of 2019, the Company granted an aggregate of 0.4 million restricted share units and 17 thousand phantom share units. Certain of the restricted share units and all of the phantom share units were granted to members of the Company’s board of directors and have time-based vesting schedule of one year from the date of grant. All other restricted share units have a time-based vesting schedule with 25% vesting on January 31, 2020 and the remaining 75% vesting quarterly over the remaining three years. The aggregate grant date fair value of restricted share units granted was approximately $8.0 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of AquaVenture Holdings Limited and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include accounting for goodwill and identifiable intangible assets and any related impairment; property, plant and equipment and any related impairment; contract costs and any related impairment; share‑based compensation; allowance for doubtful accounts; obligations for asset retirement; acquisition contingent consideration; and deferred income taxes. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company classifies all highly liquid investments with an original initial maturity of three months or less as cash equivalents. Cash and cash equivalents consist of cash on hand with domestic and foreign banks and, at times, may exceed insurance limits of the Federal Deposit Insurance Corporation, or similar insurance in foreign jurisdictions. Cash and cash equivalents can also include certain money market accounts and U.S. Treasury bills. All cash and cash equivalents are stated at cost, which approximates fair value due to the short duration of their maturities. |
Restricted Cash | Restricted Cash As of December 31, 2018 and 2017, the Company had an aggregate of $4.2 million and $4.3 million, respectively, deposited in restricted bank accounts or deemed restricted for one the Company’s borrowings both of which were classified as long‑term in the consolidated balance sheets. The Company is required to maintain deposits in local restricted bank accounts as a debt service reserve fund and a maintenance reserve fund for a credit facility between a bank and Seven Seas Water (BVI) Limited, an indirect wholly-owned subsidiary of the Company (collectively, the “BVI Loan Agreement”). The required balance of the restricted cash will fluctuate over the term of the agreements based on required debt service payments and is based a percentage of loan proceeds as determined by the bank for the BVI Loan Agreement. As of December 31, 2018 and 2017, $3.7 million and $3.8 million, respectively, was deposited into restricted bank accounts as debt service and maintenance reserve funds in accordance with the terms of the Company’s credit agreements and are classified as a noncurrent asset in the consolidated balance sheets. As of December 31, 2018 and 2017, $0.5 million and $0, respectively, was deemed restricted as a minimum balance requirement in accordance with the terms of one of the Company’s credit agreements and classified as a noncurrent asset in the consolidated balance sheets. Under the terms of a vendor agreement assumed in the acquisition of the BVI operations, the Company was required to retain $930 thousand as a performance security in a restricted bank account until certain contractual provisions are met. The vendor agreement was amended in August 2016 to change certain of the contractual provisions and amend which indirect wholly-owned subsidiary retained the restricted cash. These contractual provisions were met during 2018 and the cash was released. As of December 31, 2018 and 2017, the restricted cash related to vendor agreements was approximately $0 and $501 thousand, respectively. |
Trade Receivables, net | Trade Receivables, net Trade receivables are recorded at invoiced amounts, based principally on meter readings; minimum take‑or‑pay amounts as provided in contractual arrangements; rental agreements; upon the completion of service work performed; or delivery of goods. Trade receivables do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable balance. The Company determines the allowance for doubtful accounts based on historical write‑off experience, delinquency trends, and a specific analysis of significant receivable balances that are past due. Account balances are charged off against the allowance for doubtful accounts after all reasonable collection efforts have been exhausted. As of December 31, 2018 and 2017, the allowance for doubtful accounts was $1.0 million and $1.0 million, respectively. The provision for bad debt expenses for the years ended December 31, 2018, 2017 and 2016 was $1.0 million, $0.6 million and $1.0 million, respectively, and is included in selling, general and administrative expenses (“SG&A”) in the consolidated statements of operations and comprehensive income. Deductions, including write‑offs of uncollectible accounts receivable, to the allowance for doubtful accounts for the years ended December 31, 2018, 2017 and 2016 were $1.0 million, $0.7 million and $0.5 million, respectively. |
Inventory | Inventory Inventory is categorized as finished goods, raw materials, work in process and parts, supplies and miscellaneous equipment. Finished goods represent POU water coolers and purification systems which are sold directly to customers, dealers, and retailers. Finished goods also represent POU systems which are held for future rental as well as coffees, teas and other break room supplies which are used in conjunction with the Company’s coffee brewers. Raw materials relate to the underlying materials used to manufacture certain POU units. Work in process relates to POU units and wastewater treatment and water reuse solution projects that are being constructed by the Company and have not yet been completed. Spare parts, supplies and miscellaneous equipment includes plant and filtration and related equipment, filters and parts, and other ancillary products and supplies and relate to the plant and rental assets recorded within property, plant and equipment. All inventory is valued at the lower of cost or net realizable value on a first‑in, first‑out basis and is periodically reviewed for excess and damage. The Company’s inventory, by category, as of December 31, 2018 and 2017, were as follows (in thousands): December 31, 2018 2017 Finished goods $ 7,367 $ 2,890 Spare parts, supplies and miscellaneous equipment 7,472 5,338 Raw materials 357 — Work in process 300 — Total $ 15,496 $ 8,228 |
Revenue Recognition | December 31, 2018 2017 Finished goods $ 7,367 $ 2,890 Spare parts, supplies and miscellaneous equipment 7,472 5,338 Raw materials 357 — Work in process 300 — Total $ 15,496 $ 8,228 Revenue Recognition Through the Seven Seas Water and Quench operating platforms, the Company generates revenues from the following primary sources: (i) bulk water sales and service; (ii) service concession revenue; (iii) rental of equipment; and (iv) product sales. The revenue recognition policy for each of the primary sources of revenue are as follows: Bulk Water Sales and Service. Through the Seven Seas Water operating platform, the Company enters into contracts with customers with a single performance obligation to deliver bulk water or a series of performance obligations to perform substantially the same services with the same pattern of transfer, which can include the operations and maintenance (“O&M”) of a customer-owned plant. The Company recognizes revenues from the delivery of bulk water or the performance of bulk water services at the time the water or services are delivered to the customers in accordance with the contractual agreements. Billings to the customer for both bulk water and the bulk water services are typically based on the volume of water supplied to a customer and typically contain a minimum monthly charge provision which allows the Company to invoice the customer for the greater of the water supplied or a minimum monthly charge. The volume of water supplied is based on meter readings performed at or near the end of the month. The transaction price calculated for bulk water sales and service can include, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenue will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied at contractually established rates. Estimates of revenue for unbilled water are recorded when meter readings occur at a time other than the end of a period. A contract asset or liability may be recognized in instances where there is a difference between the amount billed to a customer and the revenue recognized for the completed O&M performance obligations during the period. Revenues generated from both the delivery of bulk water and performance of services related to bulk water are recorded as bulk water revenue within the consolidated statements of operations and comprehensive income. Certain contracts with customers which require the construction of facilities to provide bulk water to a specific customer include two performance obligations, including an implicit lease for the bulk water facilities and bulk water services, a non-lease component related to O&M services. The implicit lease performance obligation is generally accounted for as an operating lease as a result of the provisions of the contract. The Company considers the implicit lease and bulk water services a single performance obligation and the calculated transaction price can include, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenues will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied and contractually established rates. The revenue recognition pattern for both the lease and non-lease components are the same, with revenues being recognized ratably over the contract period as delivered to the customer. Revenues generated from both the lease and non-lease performance obligations are recorded as bulk water revenue within the consolidated statements of operations and comprehensive income. Service Concession Arrangements. Through the Seven Seas Water operating platform, the Company enters into contracts with customers that are determined to be service concession arrangements. Service concession arrangements are agreements entered into with a public sector entity which controls both (i) the ability to modify or approve the services and prices provided by the operating company and (ii) beneficial entitlement to, or residual interest in, the infrastructure at the end of the term of the agreement. Service concession arrangements typically include more than one performance obligation, including the construction of infrastructure for the customer and an obligation to provide O&M services for the infrastructure constructed for the customer. Billings to the customer for service concession arrangements are typically based on the volume of water supplied to a customer and typically contain a minimum monthly charge provision which allows the Company to invoice the customer for the greater of the water supplied or a minimum monthly charge. The volume of water supplied is based on meter readings performed at or near the end of the month. The transaction price calculated for service concession arrangements includes, if applicable, contractual minimum monthly charges and the expected amount of variable consideration to the extent it is probable that a significant reversal of the cumulative revenues will not occur. The variable consideration generally includes the amount of water in excess of contractual minimum volumes, if applicable, or the amount of water expected to be supplied at contractually established rates. The transaction price is allocated to the identified performance obligations based on the relative standalone selling prices of the identified performance obligations. The transaction price allocated to the construction of infrastructure performance obligation is recognized as product sales within the consolidated statements of operations and comprehensive income. Product sales are recognized over time, using the input method based on cost incurred, which typically begins at commencement of the construction with revenue being fully recognized upon the completion of the infrastructure as control of the infrastructure is, or is deemed to be, transferred to the customer. In addition, service concession contracts typically include a difference in timing of when control is, or is deemed to be, transferred and the collection of cash receipts, which are collected over the term of the entire arrangement. The timing difference could result in a significant financing component for the construction performance obligations if determined to be a material component of the transaction price. If a significant financing component is identified, the future cash flows included in the transaction price allocated to the construction performance obligations are discounted using a discount rate comparable to a market-based borrowing rate specific to both the customer and terms of the contract. The resulting present value of the allocated future cash flows is recorded as construction revenue with a related long-term receivable as control of the infrastructure is, or is deemed to be, transferred to the customer while the discount amount is considered to be the significant financing component. Future cash flows received from the customer related to the construction performance obligations are bifurcated between principal repayment of the long-term receivable and the related imputed interest income related to the customer financing. The interest income is recorded as financing revenue within the consolidated statements of operations and comprehensive income as providing financing to our customers is a core component of our business model. The transaction price allocated to the O&M performance obligation is recorded as bulk water revenue within the consolidated statements of operations and comprehensive income as the services are provided to the customer. A contract asset or liability may be recognized in instances where there is a difference between the amount billed to a customer and the revenue recognized for the completed O&M performance obligations during the period. Rental of Equipment. Through the Seven Seas Water and Quench operating platform, the Company generates revenues through the rental of its wastewater treatment and water reuse equipment and filtered water and related systems to customers. The rental agreements, which include related executory costs, are accounted for as operating leases and are considered a single unit of account. Billings to the customer for the rental of this equipment, which generally occur either monthly or quarterly, are based on the rental rate as stated within the rental agreement. The transaction price is based on the minimum lease payment as stated within the rental agreement. Revenues are recognized ratably over the rental agreement term and amounts paid by customers in excess of recognizable revenue are recorded as a contract liability, or deferred revenue, in the consolidated balance sheets. Upon the expiration of the initial rental agreement term, the Company may enter into rental agreement extensions in which revenues are recognized ratably over the extension term. Revenues generated under these contracts are recorded as rental revenue within the consolidated statements of operations and comprehensive income. Product Sales Through both the Seven Seas Water and Quench operating platforms, the Company enters into contracts to sell customers water and related filtration equipment, coffee and consumables, and to construct desalination and wastewater treatment and water reuse equipment and facilities, which may include contracts accounted for as sales-type leases. Contracts with customers to sell water and related filtration equipment and coffee and consumables typically include a single performance obligation. The Company recognizes revenues at the time the equipment, coffee or consumables is transferred to the customer, which can be upon either shipment or delivery to the customer. The transaction price is based on the contractual price with the customer. Shipping and handling costs paid by the customer are included in revenues. Billings to the customer for the sale of water and related filtration equipment, coffee and consumables occur at the time the product is transferred to the customer and are based on contract price. Contracts with customers to construct desalination and wastewater treatment and water reuse equipment and facilities typically include a single performance obligation. Construction and equipment revenues are recognized over time, using the input method based on cost incurred, which typically begins at the later of commencement of the construction or at the time the infrastructure is or is deemed to be transferred to the customer with revenue being fully recognized upon the completion of the infrastructure. Billings to the customer to construct desalination and wastewater treatment and water reuse equipment and facilities can occur at contractually designated stages throughout the construction period, at the time the equipment or facility is deemed transferred to the customer, or, in the case of sales-type leases, as stated within the rental agreement. The transaction price is based on the contractual price with the customer. For contracts deemed to be a sales-type lease, the transaction price is based on the minimum lease payment as stated within the rental agreement, discounted at the implicit rate of the contract. Revenues generated under these contracts are recorded as product sales revenue within the consolidated statements of operations and comprehensive income. Future cash flows received from sales-type leases are bifurcated between principal repayment of the long-term receivable and the related imputed interest income related to the customer financing. The interest income is recorded as financing revenue within the consolidated statements of operations and comprehensive income. |
Contract Costs | Contract Costs Contract costs includes contract acquisition costs, deferred lease costs and contract fulfillment costs which are all recorded within other assets in the consolidated balance sheets. Contract acquisition costs consist of incremental costs incurred by the Company to originate contracts with customers. Contract acquisition costs, which generally include commissions and other costs that are only incurred as a result of obtaining a contract, are capitalized when the incremental costs are expected to be recovered over the contract period. All other costs incurred regardless of obtaining a contract are expensed as incurred. Contract acquisition costs are amortized over the period the costs are expected to contribute directly or indirectly to future cash flows, which is generally over the contract term, on a basis consistent with the transfer of goods or services to the customer to which the costs relate. There were no contract acquisition costs as of December 31, 2018 or December 31, 2017. Deferred lease costs consist of initial direct costs incurred by the Company to originate leases. The costs capitalized are directly related to the negotiation and execution of leases and primarily consist of internal compensation and benefits as lease origination activities are performed internally by the Company. Deferred lease costs are amortized on a straight‑line basis over the lease term. Deferred lease costs, net as of December 31, 2018 and December 31, 2017 were $3.7 million and $3.2 million, respectively, and are recorded in other assets in the consolidated balance sheets. Contract fulfillment costs consist of costs incurred by the Company to fulfill a contract with a customer and are capitalized when the costs generate or enhance resources that will be used in satisfying future performance obligations of the contract and the costs are expected to be recovered. Contract fulfillment costs capitalized generally include contracted services, direct labor, materials, and allocable overhead directly related to resources required to fulfill the contract. Contract fulfillment costs are amortized over the period the costs are expected to contribute directly or indirectly to future cash flows, which is generally over the contract term, on a basis consistent with the transfer of good or services to the customer to which the costs relate. Contract fulfillment costs, net as of December 31, 2018 and December 31, 2017 were $1.5 million and $0.8 million, respectively, and are recorded in other assets in the consolidated balance sheets. Total contract costs amortization for the years ended December 31, 2018, 2017 and 2016 was $2.7 million, $2.2 million and $1.2 million, respectively. Contract costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company had no impairment charges related to contract costs during the year ended December 31, 2018. |
Sales Taxes Assessed by Governmental Agencies | Sales Taxes Assessed by Governmental Agencies The Company collects sales tax for various taxing authorities and records these amounts on a net basis; thus, sales tax amounts are not included in revenues. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation or amortization. Depreciation and amortization is calculated using a straight‑line method with an allowance for estimated residual values. Depreciation and amortization rates are determined based on the estimated useful lives of the assets as follows: Buildings 5 to 20 years Building improvements Shorter of 7 years or remaining useful life Plants and related equipment 4 to 25 years Rental equipment 7 to 10 years Office furniture, fixtures, and equipment 3 to 7 years Vehicles 3 to 5 years Leasehold improvements Shorter of 15 years or remaining lease term Depreciation expense related to the plant operations and rental property is included in cost of revenues in the consolidated statements of operations and comprehensive income. Expenditures for repairs and maintenance are expensed as incurred whereas major betterments are capitalized. |
Construction in Progress | Construction in Progress Construction in progress is composed of the cost of the contracted services, direct labor, materials, and allocable overhead related to plant construction projects and are capitalized when the construction of the asset has been deemed probable. Costs incurred prior to the construction of the asset being deemed probable are expensed as incurred. Assets under construction are recorded as additions to property, plant, and equipment upon completion of the projects. Depreciation commences in the month the asset is placed in service. |
Capitalized Interest | Capitalized Interest The Company capitalizes interest incurred during the period of plant construction. Construction period interest is recorded within construction in progress during the construction period and as a cost of the underlying property, plant and equipment once the asset is placed into service. |
Long-term Note Receivable | Long-term Receivable The Company has long-term receivables relating to service concession arrangements, sales-type leases and certain notes receivable acquired in business combinations. Payments of principal and interest on the Company’s long-term receivables are due as required by the underlying contracts. Interest on these long-term receivables range from 7.0% to 9.0%. The Company monitors collections and evaluates the collectability of the long-term receivables, based primarily on the financial condition of the customer (and in certain cases the customer’s guarantor), to determine whether an allowance for doubtful accounts should be recorded or if the long-term receivables should be written off, in whole or in part. As of both December 31, 2018 and 2017, there were no allowances on any of the Company’s long-term receivables. Interest income is recorded as financing revenue within the consolidated statements of operations and comprehensive income. Principal payments due within one year or less are recorded within current portion of long-term receivables in the consolidated balance sheet. All other principal payments are recorded within long-term receivables, non-current in the consolidated balance sheet. As of December 31, 2018, the remaining undiscounted balance to be collected including principal and interest on all of our long-term receivables was $59.3 million. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a business combination. Goodwill is reviewed for impairment at least annually during the fourth quarter and more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists. The Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is determined to be more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs the quantitative analysis of the goodwill impairment test. Otherwise, the quantitative test is optional. Under the quantitative analysis, the recoverability of goodwill is measured for each of our reporting units by comparing the reporting unit’s carrying amount, including goodwill, to the fair market value of the reporting unit. The Company determines the fair value of its reporting units based on a weighting of the present value of projected future cash flows (the “Income Approach”) and a comparative market approach under both the guideline company method and guideline transaction method (collectively, the “Market Approach”). Fair value using the Income Approach is based on the Company’s estimated future cash flows on a discounted basis. The Market Approach compares each of the Company’s reporting units to other comparable companies based on valuation multiples derived from operational and transactional data to arrive at a fair value. Factors requiring significant judgment include, among others, the determination of comparable companies, assumptions related to forecasted operating results, discount rates, long‑term growth rates, and market multiples. Changes in economic or operating conditions, or changes in the Company’s business strategies, that occur after the annual impairment analysis and which impact these assumptions, may result in a future goodwill impairment charges, which could be material to the Company’s consolidated financial statements. In determining its reporting units, the Company reviews its operating segments to determine the number of components within each segment. If an operating segment contains only a single component, the operating segment is deemed a reporting unit. If an operating segment contains more than one component, the Company aggregates into a single reporting unit those components determined to have similar economic characteristics. Components determined to have dissimilar economic characteristics are considered a separate reporting unit. As of both December 31, 2018 and 2017, the Quench segment was determined to be composed of a single reporting unit. The Seven Seas Water segment was determined to be composed of two reporting units as of December 31, 2018 and a single reporting unit as of December 31, 2017. Other intangible assets consist of certain trade names, customer relationships, contract intangibles, backlog and non‑compete agreements. Contract intangibles includes the fair value of future cash flows from contracts with customers in excess of the fair value for the remaining performance obligations under such contracts. Trade names and non‑compete agreements which have a finite life are amortized over their estimated useful lives on a straight‑line basis. Customer relationships and contract intangibles which have a finite life are amortized on an accelerated basis based on the projected economic value of the asset over its useful life. Intangible assets with a finite life are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite‑lived intangible assets, which consist of certain trade names, are not amortized but are tested for impairment at least annually or more frequently if events or circumstances indicate the asset may be impaired. |
Long-Lived Assets | Long‑Lived Assets Long‑lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recognition and measurement of a potential impairment is performed on assets grouped with other assets and liabilities at the lowest level where identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third‑party independent appraisals, as considered necessary. During 2018 and 2017, there were no indicators of potential impairments identified. |
Share-Based Compensation | Share‑Based Compensation AquaVenture accounts for share‑based compensation by measuring the cost of services received in exchange for an award of equity instruments based on the grant‑date fair value. The cost is recognized over the requisite service period, net of adjustments for forfeitures as they occur. |
Asset Retirement Obligations | Asset Retirement Obligations The Company has asset retirement obligations (“AROs”) arising from contractual requirements to perform certain asset retirement activities at the time it disposes of certain plants and equipment. The liability is recorded in the period in which the obligation meets the definition of a liability, which is generally when the asset is constructed or placed in service. The ARO liability is based on the Company’s engineering estimates of future costs to dismantle and remove equipment from a customer’s plant site and to restore the site to a specified condition at the conclusion of a contract. The corresponding asset retirement costs are capitalized as plant and equipment and depreciated over the asset’s useful life. The liability is initially measured at fair value and subsequently adjusted for accretion expense and changes in the amount or timing of the estimated cash flows. Accretion expense is recorded in cost of revenues in the consolidated statements of operations and comprehensive income. Actual costs are charged against the related liability as incurred and any difference between the actual costs incurred and the liability is recognized as a gain or loss in the consolidated statements of operations and comprehensive income. |
Acquisition Contingent Consideration | Acquisition Contingent Consideration Acquisition contingent consideration represents the net present value of the additional purchase price that is contingent upon either the future performance of an acquired business or future collections of acquired receivables. The acquisition date fair value of acquisition contingent consideration is recognized, as deemed appropriate, as an asset, liability or equity. Acquisition contingent consideration is re‑measured to fair value at the end of each reporting period with the change in fair value recorded as a gain or loss in SG&A in the consolidated statements of operations. As of December 31, 2018, the Company has classified acquisition contingent consideration as a liability on the consolidated balance sheets. As of December 31, 2017, there were no acquisition contingent obligations. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach to the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Unless it is “more likely than not” that a deferred tax asset can be utilized to offset future taxes, a valuation allowance is recorded against that asset. The Company evaluates tax positions that have been taken or are expected to be taken in its tax returns and records a liability for uncertain tax positions. The Company uses a two‑step approach to recognize and measure uncertain tax positions. First, tax positions are recognized if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, if any. Second, tax positions are measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated financial statements. AquaVenture Holdings Limited is incorporated in the British Virgin Islands, which does not impose income taxes. Certain of our subsidiaries file separate tax returns and are subject to federal income taxes at the corporate level in the U.S. or in other foreign jurisdictions. Certain other subsidiaries operate in jurisdictions that do not impose taxes based on income. Prior to the Corporate Reorganization, AquaVenture Holdings LLC was our parent company and was not subject to United States federal or state income taxes and items of taxable income and expense were allocated to its members in accordance with the provisions of AquaVenture Holdings LLC’s limited liability operating agreement (“LLC Agreement”). Under the terms of the LLC Agreement, the Company was required to distribute to each member a cash distribution equal to the federal taxable income allocated to such member times the highest statutory combined federal and state income tax rate for the jurisdiction in which any member is domiciled. |
Fair Value Measurements | Fair Value Measurements Fair value is an exit price that represents the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Accordingly, fair value is a market‑based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company discloses the manner in which fair value is determined for assets and liabilities based on a three‑tiered fair value hierarchy. The hierarchy ranks the quality and reliability of the information used to determine the fair values. The three levels of inputs described in the standard are: · Level 1: Quoted prices in active markets for identical assets or liabilities. · Level 2: Observable inputs, other than Level 1 prices, for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities. · Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Certain assets, in specific circumstances, are measured at fair value on a non‑recurring basis utilizing Level 3 inputs such as goodwill, other intangible assets and other long‑lived assets. For these assets, measurement at fair value in periods subsequent to their initial recognition would be applicable if one or more of these assets were determined to be impaired. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and other current assets and liabilities approximate fair value because of the short‑term nature of these instruments. |
Foreign Currency | Foreign Currency For its foreign operations where the functional currency is the U.S. dollar, the Company records foreign currency transaction gains and losses in instances when the Company purchases inventory, equipment, and services from businesses in countries where the currency used is not the U.S. dollar. During the years ended December 31, 2018, 2017 and 2016, the Company incurred a foreign currency transaction gain (loss) of $(155) thousand, $190 thousand and $(62) thousand, respectively, which was recorded in other income (expense) in the consolidated statements of operations and comprehensive income. For its operations where the functional currency is the local currency, the Company records foreign currency translation adjustments which are recorded in other comprehensive income in the consolidated statements of operations and comprehensive income. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates for the period. Foreign currency translation loss recorded in other comprehensive income for the years ended December 31, 2018 and 2017 was $404 thousand and $17 thousand, respectively. The Company had no foreign operations where the functional currency was the local currency during the year ended December 31, 2016. |
Business Combinations | Business Combinations When accounting for business combinations, the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. The Company’s purchase price allocation methodology contains uncertainties because it requires management to make assumptions and to apply judgment to estimate the fair value of acquired assets and liabilities. The Company estimates the fair value of assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows and market multiple analyses. Unanticipated events or circumstances may occur which could affect the accuracy of the Company’s fair value estimates. If an acquisition does not meet the definition of a business combination, the Company accounts for the transaction as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. In addition, transaction-related expenses are capitalized and allocated to the net assets acquired on a relative fair value basis |
Adoption of New Accounting Pronouncements | . Adoption of New Accounting Pronouncements In October 2016, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that requires the recognition of income tax consequences of intercompany asset transfers other than inventory at the transaction date. This guidance is effective for annual reporting periods beginning on or after December 15, 2017, including interim periods within those annual periods, and early adoption is permitted as of the beginning of an annual period. The Company adopted this guidance on January 1, 2018 on a modified retrospective basis. There was no impact to the consolidated financial statements as a result of this adoption. In May 2014, the FASB issued authoritative guidance regarding revenue from contracts with customers which specifies that revenue should be recognized when promised goods or services are transferred to customers in an amount that reflects the consideration which the company expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods within those annual periods and will require enhanced disclosures. In addition, the FASB issued authoritative guidance in March 2017 related to the determination of the customer in a service concession arrangement, which is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods within those annual periods. The Company adopted the guidance regarding both revenue from contracts with customers and the determination of the customer in a service concession contract (together referred to as the “Adopted Revenue Guidance”) on a full retrospective basis on January 1, 2018 by applying the guidance to all contracts that were not completed as of January 1, 2016. Results for periods beginning after January 1, 2016 were adjusted to conform to the Adopted Revenue Guidance while periods prior to January 1, 2016 continue to be reported under the accounting standards in effect for the prior periods. Several of the Company’s contracts were impacted primarily due to the identification of multiple performance obligations within a single contract. However, the Adopted Revenue Guidance has had no cash impact and, therefore, does not affect the economics of our underlying customer contracts. As a result of the adoption, the Company recorded a cumulative net increase of $8.4 million to accumulated deficit as of January 1, 2016. For periods prior to January 1, 2018, the Company restated both the consolidated financial statements and the materially impacted notes to the consolidated financial statements to reflect the adoption of the Adopted Revenue Guidance. The impacts to the previously reported results are as follows (in thousands, except per share amounts): December 31, 2017 Consolidated balance sheets As Reported As Adjusted Current portion of long-term receivables $ — $ 6,878 Prepaid expenses and other current assets 8,789 3,874 Long-term contract costs 80,865 — Deferred tax asset — 38 Long-term receivables — 43,796 Other assets 39,815 4,307 Intangible assets, net 52,298 122,169 Deferred tax liability 5,700 5,266 Other long-term liabilities 3,749 11,429 Accumulated deficit (216,429) (224,380) Shareholders' equity 352,147 344,196 Year Ended December 31, 2017 Consolidated statements of operations and comprehensive income As Reported As Adjusted Revenues $ 121,151 $ 120,763 Cost of revenues 63,880 56,408 Gross profit 57,271 64,355 Selling, general and administrative expenses 69,648 72,421 Loss from operations (12,377) (8,066) Other expense: Interest expense, net (7,945) (11,537) Other expense, net (1,850) (1,850) Loss before income tax expense (22,172) (21,453) Income tax expense 3,622 3,441 Net loss $ (25,794) $ (24,894) Loss per share - basic and diluted $ (0.98) $ (0.94) Year Ended December 31, 2016 Consolidated statements of operations and comprehensive income As Reported As Adjusted Revenues $ 114,100 $ 111,572 Cost of revenues 58,136 52,831 Gross profit 55,964 58,741 Selling, general and administrative expenses 68,159 70,876 Loss from operations (12,195) (12,135) Other expense: Gain on bargain purchase, net of deferred taxes 1,429 1,429 Interest expense, net (10,550) (11,147) Other expense, net 1,299 1,299 Loss before income tax expense (20,017) (20,554) Income tax expense 455 365 Net loss $ (20,472) $ (20,919) Loss per share - basic and diluted (1) $ (0.28) $ (0.28) (1) Represents loss per share for the period following the Corporate Reorganization and IPO. There were no ordinary shares outstanding prior to October 6, 2016 and, therefore, no loss per share information has been presented for any period prior to that date. In addition, the impacts to the consolidated statements of cash flows for the year ended December 31, 2017 included a reduction to net cash provided by operating activities of $1.5 million and an increase to net cash used in investing activities of $1.5 million. The impacts to the consolidated statements of cash flows for the year ended December 31, 2016 included a reduction to net cash provided by operating activities of $2.8 million and an increase to net cash used in investing activities of $2.8 million. |
New Accounting Pronouncements to be Adopted | New Accounting Pronouncements to be Adopted In August 2018, the FASB issued authoritative guidance regarding implementation costs incurred in a cloud computing arrangement that is a service contract. This guidance will be effective for annual reporting periods beginning on or after December 15, 2019, including interim periods within those annual periods, and early adoption is permitted. The Company is currently evaluating the potential impact of the accounting and disclosure requirements on the consolidated financial statements. In February 2016, the FASB issued authoritative guidance regarding leases that requires lessees to recognize a lease liability and right‑of‑use asset for operating leases, with the exception of short‑term leases. In addition, lessor accounting was modified to align, where necessary, with lessee accounting modifications and the authoritative guidance regarding revenue from contracts with customers. Throughout 2018, the FASB has issued additional authoritative guidance which, among other things, provided an option to apply transition provisions under the standard at adoption date rather than the earliest comparative period presented as well as added a practical expedient that would permit lessors to not separate non-lease components from the associated lease components if certain conditions are met. These amendments is effective, in conjunction with the new lease standard, for annual reporting periods beginning on or after December 15, 2018, including interim periods within those annual periods, and early adoption is permitted. The Company adopted this guidance on a modified retrospective basis on January 1, 2019 with the cumulative effect of transition as of the effective date of adoption. The Company has elected the package of practical expedients provided for within the authoritative guidance which exempts the Company from having to reassess: (i) whether expired or existing contracts contain leases, (ii) the lease classification for expired or existing leases, and (iii) initial direct costs for existing leases. In addition, the Company has elected the practical expedient that permits lessors to not separate non-lease components from the associated lease components if certain conditions are met. Lastly, the Company has utilized the short-term exemption for lessees and establish an accounting policy to not recognize a right-of-use asset or lease liability for any lease with a term of less than 12 months. The Company did not elect to utilize any of the other practical expedients. The impacts of the new lease standard are as follows: Lessee accounting - The adoption will have a material impact on the consolidated balance sheet, including an increase to both assets and liabilities, as a result of the recognition of a right-of-use asset and corresponding lease liability for operating leases. As the Company will make a policy election for the short-term lease exemption, a right-of-use asset and corresponding lease liability will only be recorded for leases with expected terms of more than 12 months. The adoption will not have a material impact on the consolidated statements of operations and comprehensive income for situations which the Company is a lessee. Lessor accounting - As the Company has elected the transitional practical expedients for leases, there will not be any material impacts to the consolidated financial statements for leases in situations which the Company is a lessor and the lease commenced prior to January 1, 2019. To conform with the guidance, the Company has updated its policies for costs incurred for the acquisition and fulfillment of the lease contracts, including commissions and installation costs. A doption of the new lease standard did not impact our historically reported results. On January 1, 2019, the Company recorded $9.2 million of right-of-use assets and corresponding $9.4 million of lease liabilities in the consolidated balance sheets. |
Reclassification | Reclassification The Company has historically classified the receipt of principal on long-term receivables as a cash inflow from investing activities in the consolidated statements of cash flows. During the first quarter of 2018, the Company reclassified the receipt of principal on long-term receivables as a cash inflow from operating activities in the consolidated statements of cash flows. The Company believes the change in classification is preferable as the presentation of the collection of principal on long-term receivables as a cash inflow from operating activities more clearly reflects cash received from the Company’s core operating activities as long-term receivables. In addition, the reclassification is expected to improve transparency of cash flows generated from existing operations. This reclassification, which has been applied retrospectively to all periods prior to January 1, 2018, did not result in a change to the consolidated balance sheets, or the consolidated statements of operations and comprehensive income, or any component therein, including loss from operations, comprehensive income, current assets, total assets or shareholders’ equity. In the consolidated statements of cash flows for the years ended December 31, 2017 and 2016, the Company reclassified $4.5 million and $0.7 million, respectively, of principal collected on long-term receivables from cash flows from investing activities to cash flows from operating activities. Inclusive of both the impacts of the Adopted Revenue Guidance noted previously and the reclassification of the principal collected on long-term receivables, (i) net cash provided from operating activities for the year ended December 31, 2017 was adjusted to $19.0 million from $15.9 million, (ii) net cash used in investing activities for the year ended December 31, 2017 was adjusted to $(24.3) million from $(21.3) million, (iii) net cash provided from operating activities for the year ended December 31, 2016 was adjusted to $11.5 million from $13.5 million, and (iv) net cash used in investing activities for the year ended December 31, 2016 was adjusted to $(63.1) million from $(65.2) million. Cash equivalents and restricted cash at December 31, 2017 and 2016 remained unchanged. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Schedule of Inventory category | The Company’s inventory, by category, as of December 31, 2018 and 2017, were as follows (in thousands): December 31, 2018 2017 Finished goods $ 7,367 $ 2,890 Spare parts, supplies and miscellaneous equipment 7,472 5,338 Raw materials 357 — Work in process 300 — Total $ 15,496 $ 8,228 |
Schedule of useful lives of property, plant and equipment | Buildings 5 to 20 years Building improvements Shorter of 7 years or remaining useful life Plants and related equipment 4 to 25 years Rental equipment 7 to 10 years Office furniture, fixtures, and equipment 3 to 7 years Vehicles 3 to 5 years Leasehold improvements Shorter of 15 years or remaining lease term |
Schedule of new accounting pronouncements adoption | For periods prior to January 1, 2018, the Company restated both the consolidated financial statements and the materially impacted notes to the consolidated financial statements to reflect the adoption of the Adopted Revenue Guidance. The impacts to the previously reported results are as follows (in thousands, except per share amounts): December 31, 2017 Consolidated balance sheets As Reported As Adjusted Current portion of long-term receivables $ — $ 6,878 Prepaid expenses and other current assets 8,789 3,874 Long-term contract costs 80,865 — Deferred tax asset — 38 Long-term receivables — 43,796 Other assets 39,815 4,307 Intangible assets, net 52,298 122,169 Deferred tax liability 5,700 5,266 Other long-term liabilities 3,749 11,429 Accumulated deficit (216,429) (224,380) Shareholders' equity 352,147 344,196 Year Ended December 31, 2017 Consolidated statements of operations and comprehensive income As Reported As Adjusted Revenues $ 121,151 $ 120,763 Cost of revenues 63,880 56,408 Gross profit 57,271 64,355 Selling, general and administrative expenses 69,648 72,421 Loss from operations (12,377) (8,066) Other expense: Interest expense, net (7,945) (11,537) Other expense, net (1,850) (1,850) Loss before income tax expense (22,172) (21,453) Income tax expense 3,622 3,441 Net loss $ (25,794) $ (24,894) Loss per share - basic and diluted $ (0.98) $ (0.94) Year Ended December 31, 2016 Consolidated statements of operations and comprehensive income As Reported As Adjusted Revenues $ 114,100 $ 111,572 Cost of revenues 58,136 52,831 Gross profit 55,964 58,741 Selling, general and administrative expenses 68,159 70,876 Loss from operations (12,195) (12,135) Other expense: Gain on bargain purchase, net of deferred taxes 1,429 1,429 Interest expense, net (10,550) (11,147) Other expense, net 1,299 1,299 Loss before income tax expense (20,017) (20,554) Income tax expense 455 365 Net loss $ (20,472) $ (20,919) Loss per share - basic and diluted (1) $ (0.28) $ (0.28) (1) Represents loss per share for the period following the Corporate Reorganization and IPO. There were no ordinary shares outstanding prior to October 6, 2016 and, therefore, no loss per share information has been presented for any period prior to that date. |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Pro Forma Financial Information | Year ended December 31, 2018 2017 2016 Revenues $ 187,958 $ 175,183 $ 169,251 Net loss $ (28,202) $ (30,381) $ (26,470) Loss per share (1) $ (1.06) $ (1.15) $ (0.33) (1) Represents loss per share for the period following the Corporate Reorganization and IPO. There were no ordinary shares outstanding prior to October 6, 2016 and, therefore, no loss per share information has been presented for any period prior to that date. |
Pure Health Solutions, Inc | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | The following table summarizes the preliminary purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 260 Trade receivables 1,167 Inventory 2,606 Prepaid expenses and other current assets 447 Property, plant and equipment 6,410 Deferred tax asset 108 Identified intangible assets 31,550 Goodwill 20,374 Total assets acquired 62,922 Liabilities assumed: Accounts payable and accrued liabilities (22,652) Deferred revenue (329) Other long-term liabilities (450) Total liabilities assumed (23,431) Total purchase price $ 39,491 |
FB Global Development, Inc., d/b/a Bluline | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | The following table summarizes the preliminary purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Trade receivables $ 90 Inventory 345 Property, plant and equipment 331 Identified intangibles 1,462 Goodwill 645 Total assets acquired 2,873 Liabilities assumed: Deferred revenue (10) Total liabilities assumed (10) Total purchase price $ 2,863 |
AUC Acquisition Holdings | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | The following table summarizes the preliminary purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands): Assets acquired: Cash and cash equivalents $ 849 Trade receivables 1,763 Inventory 2,642 Current portion of long-term receivables 521 Prepaid expenses and other current assets 1,795 Property, plant and equipment 32,266 Other assets 25 Long-term receivables 347 Identified intangible assets 47,310 Goodwill 62,878 Total assets acquired 150,396 Liabilities assumed: Accounts payable and accrued liabilities (4,286) Deferred revenue (1,021) Other long-term liabilities (1,706) Deferred tax liability (12,483) Total liabilities assumed (19,496) Total purchase price $ 130,900 |
Alpine Water System, LLC | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | The following table summarizes the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands), subject to measurement period adjustments: Assets acquired: Trade receivables $ 556 Inventory 141 Prepaid expenses and other current assets 153 Property, plant and equipment 1,741 Customer relationships 6,269 Non-compete agreements 1,149 Goodwill 6,034 Total assets acquired 16,043 Liabilities assumed: Accounts payable and accrued liabilities (474) Deferred revenue (565) Total liabilities assumed (1,039) Total purchase price $ 15,004 |
Wa-2 Water Company Ltd | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | The following table summarizes the purchase price allocated to the fair value of assets acquired, including intangibles recorded in conjunction with the business combination, and liabilities assumed (in thousands), subject to measurement period adjustments: Assets acquired: Trade receivables $ 134 Inventory 158 Prepaid expenses and other current assets 6 Property, plant and equipment 424 Customer relationships 1,561 Trade names 700 Non-compete agreements 298 Goodwill 2,239 Total assets acquired 5,520 Liabilities assumed: Accounts payable and accrued liabilities (86) Deferred revenue (328) Total liabilities assumed (414) Total purchase price $ 5,106 |
La Ferla Group LLC | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | The following table summarizes the amounts for the Avalon acquisition which were allocated to the fair value of aggregated net assets acquired (in thousands): Trade receivables $ 108 Property, plant and equipment 704 Inventory 13 Customer relationships 4,349 Non-compete agreements 413 Deferred revenue (153) Net assets acquired $ 5,434 |
Clarus Services, Inc. Watermark USA LLC and JMS Group, Inc. | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Schedule of business combination purchase price allocation | The following table summarizes the aggregate amounts for the Clarus, Watermark, Aqua Coolers and Quality Water Services acquisitions which were allocated to the fair value of aggregated net assets acquired (in thousands): Trade receivables $ 168 Property, plant and equipment 212 Inventory 26 Customer relationships 2,712 Deferred revenue (49) Net assets acquired $ 3,069 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue | |
Schedule of disaggregation of revenues | The following table represents a disaggregation of revenue for the years ended December 31, 2018, 2017 and 2016, along with the reportable segment for each category (in thousands): Year Ended December 31, 2018 Seven Seas Water Quench Total Bulk water Water delivery $ 35,950 $ — $ 35,950 Operating and maintenance 21,312 — 21,312 Total Bulk water 57,262 — 57,262 Rental Lease of equipment 2,318 61,898 64,216 Total rental 2,318 61,898 64,216 Financing 4,025 — 4,025 Product sales Construction of plants 2,817 — 2,817 Sale of equipment, coffee and consumables — 17,288 17,288 Total Product sales 2,817 17,288 20,105 Total revenues $ 66,422 $ 79,186 $ 145,608 Year Ended December 31, 2017 Seven Seas Water Quench Total Bulk water Water delivery $ 33,986 $ — $ 33,986 Operating and maintenance 19,450 — 19,450 Total Bulk water 53,436 — 53,436 Rental Lease of equipment — 52,997 52,997 Total rental — 52,997 52,997 Financing 4,534 — 4,534 Product sales Construction of plants — — — Sale of equipment, coffee and consumables — 9,796 9,796 Total Product sales — 9,796 9,796 Total revenues $ 57,970 $ 62,793 $ 120,763 Year Ended December 31, 2016 Seven Seas Water Quench Total Bulk water Water delivery $ 40,642 $ — $ 40,642 Operating and maintenance 10,251 — 10,251 Total Bulk water 50,893 — 50,893 Rental Lease of equipment — 48,699 48,699 Total rental — 48,699 48,699 Financing 1,713 — 1,713 Product sales Construction of plants 727 — 727 Sale of equipment, coffee and consumables — 9,540 9,540 Total Product sales 727 9,540 10,267 Total revenues $ 53,333 $ 58,239 $ 111,572 |
Schedule of information and changes to contract assets and contract liabilities | The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands) at December 31, 2018 and December 31, 2017: December 31, December 31, 2018 2017 Contract assets Trade receivables, net $ 21,437 $ 19,593 Current portion of long-term receivables 6,538 6,878 Long-term receivables 40,574 43,796 Total contract assets $ 68,549 $ 70,267 Contract liabilities Deferred revenue, current $ 3,890 $ 2,454 Deferred revenue, non-current 10,690 10,351 Total contract liabilities $ 14,580 $ 12,805 Significant changes in the contract asset and the contract liability balances during the period are as follows (in thousands): Year ended December 31, 2018 Contract assets Contract liabilities Revenue recognized that was included in the contract liability balance at January 1, 2018 $ — $ 3,676 Deferred revenue acquired during the period $ — $ (2,443) Deferred revenue disposed of during the period $ — $ 726 |
Schedule of the expected timing of satisfaction of the remaining performance obligations | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands). The estimated revenue does not include amounts of variable consideration, including revenues based on changes to consumer price indices that are constrained. In addition, the estimated revenue is based on current contracts with customers and does not take into consideration contract terms not legally enforceable with the customer. 2019 $ 105,663 2020 $ 78,832 2021 $ 65,782 2022 $ 56,449 2023 $ 50,932 Thereafter $ 312,033 |
Property Plant and Equipment _2
Property Plant and Equipment and Construction in Progress (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment and Construction in Progress | |
Schedule of property, plant and equipment and construction in progress | Property, plant and equipment and construction in progress consisted of the following (in thousands): December 31, 2018 2017 Land $ 3,155 $ 2,485 Buildings and improvements 2,024 1,474 Plants and related equipment 125,994 125,955 Rental equipment 94,474 44,487 Office furniture, fixtures, and equipment 6,642 5,260 Vehicles 4,914 2,815 Leasehold improvements 1,741 1,332 238,944 183,808 Less: accumulated depreciation (88,880) (71,037) Property, plant and equipment, net $ 150,064 $ 112,771 Construction in progress $ 15,427 $ 10,437 |
Schedule of future minimum rental revenues | Future minimum rental revenues to be generated from the leased assets under non‑cancelable operating leases are summarized as follows (in thousands): Year ended December 31: 2019 $ 52,081 2020 $ 33,155 2021 $ 20,254 2022 $ 12,054 2023 $ 6,537 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Schedule of domestic and foreign components of income (loss) before income taxes | For income tax purposes, the domestic and foreign components of income (loss) before income tax were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Loss from domestic operations $ (19,478) $ (21,120) $ (22,865) (Loss) income from foreign operations (2,561) (333) 2,311 $ (22,039) $ (21,453) $ (20,554) |
Schedule of components of income tax expense | Year Ended December 31, 2018 2017 2016 Loss from domestic operations $ (19,478) $ (21,120) $ (22,865) (Loss) income from foreign operations (2,561) (333) 2,311 $ (22,039) $ (21,453) $ (20,554) The provision for income tax expense (benefit) consisted of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current: State $ 10 $ — $ — Foreign 1,966 1,953 200 Deferred: Federal 23 143 — State 4 51 — Foreign (3,314) 1,294 165 $ (1,311) $ 3,441 $ 365 |
Schedule of income tax rate reconciliation | Year Ended December 31, 2018 2017 2016 Federal income tax rate 21.0 % 35.0 % 35.0 % State income taxes, net of Federal tax effect 7.5 1.2 4.3 Foreign income tax rate differences (7.3) (15.0) 5.8 Change in statutory tax rate 0.5 (36.8) — Valuation allowance offsetting statutory tax rate change (0.5) 37.5 — Change in valuation allowance (11.9) (42.0) (29.0) Disallowed interest income (expense) 4.8 11.3 (6.2) Withholding taxes (5.0) (3.9) — Share-based compensation (2.1) (2.8) (2.9) Economic development program 0.4 (0.5) (1.4) Effect of flow-through entity — — (3.8) Disallowed expenses (1.8) — (3.0) Uncertain tax positions 0.6 0.6 — Other items, net (0.3) (0.6) (0.6) Effective tax rate 5.9 % (16.0) % (1.8) % |
Schedule of deferred tax assets and liabilities | Year Ended December 31, 2018 2017 2016 Federal income tax rate 21.0 % 35.0 % 35.0 % State income taxes, net of Federal tax effect 7.5 1.2 4.3 Foreign income tax rate differences (7.3) (15.0) 5.8 Change in statutory tax rate 0.5 (36.8) — Valuation allowance offsetting statutory tax rate change (0.5) 37.5 — Change in valuation allowance (11.9) (42.0) (29.0) Disallowed interest income (expense) 4.8 11.3 (6.2) Withholding taxes (5.0) (3.9) — Share-based compensation (2.1) (2.8) (2.9) Economic development program 0.4 (0.5) (1.4) Effect of flow-through entity — — (3.8) Disallowed expenses (1.8) — (3.0) Uncertain tax positions 0.6 0.6 — Other items, net (0.3) (0.6) (0.6) Effective tax rate 5.9 % (16.0) % (1.8) % Deferred income tax assets and liabilities are composed of the following (in thousands): December 31, 2018 2017 Deferred tax assets: U.S. federal and state net operating loss carryforwards $ 31,877 $ 22,809 Foreign net operating loss carryforwards 12,009 15,527 Property, plant and equipment, net 901 535 Share-based compensation 4,149 2,432 Intercompany payables 5,853 3,516 Deferred revenue 4,299 93 Other 1,433 743 Gross deferred tax assets 60,521 45,655 Less: valuation allowance (25,100) (22,048) Total net deferred tax assets 35,421 23,607 Deferred tax liability: Property, plant and equipment, net (22,054) (18,027) Intangible assets, net (25,891) (9,078) Other (1,750) (1,730) Total deferred tax liabilities (49,695) (28,835) Net deferred tax liability $ (14,274) $ (5,228) |
Schedule of unrecognized tax benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the year ended December 31, 2018 is as follows (in thousands): December 31, 2018 2017 Unrecognized tax benefits at beginning of period $ 128 $ — Additions related to acquisitions 4,512 266 Lapse of statute of limitations (45) (138) Unrecognized tax benefits at the end of period $ 4,595 128 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Other Intangible Assets | |
Schedule of goodwill | The following table contains a disclosure of changes in the carrying amount of goodwill in total and for each reportable segment for the years ended December 31, 2018 and 2017 (in thousands): Seven Seas Water Quench Total Balance as of December 31, 2016 $ 2,217 $ 95,806 $ 98,023 Acquisition of Wellsys — 1,472 1,472 Balance as of December 31, 2017 2,217 97,278 99,495 Acquisition of Wa-2 — 2,239 2,239 Acquisition of Alpine — 6,034 6,034 Acquisition of Bluline — 645 645 Acquisition of AUC 62,878 — 62,878 Sale of Atlas High Purity Solutions — (520) (520) Acquisition of PHSI — 20,374 20,374 Foreign currency translation — (146) (146) Balance as of December 31, 2018 $ 65,095 $ 125,904 $ 190,999 |
Schedule of goodwill impairment | The Company performed its annual impairment assessment of the carrying value of goodwill during the fourth quarters of 2018 and 2017 for each of its reporting units that existed as of the date of the assessment. For the years ended December 31, 2018 and 2017, the Company assessed the qualitative factors and determined it was more likely than not that the fair value exceeded carrying values for each reporting unit. As such, a quantitative assessment was not performed for any of the reporting units during 2018 or 2017. There were no goodwill impairment charges recorded for the years ended December 31, 2018, 2017 and 2016. There have been no goodwill impairment charges recognized for the reporting units within the Seven Seas Water segment and, as such, the carrying value of goodwill at December 31, 2018 and 2017 represents the gross amount of goodwill attributable to the reporting units contained within. A reconciliation of the gross amount of goodwill and the carrying value of goodwill attributable to the Quench reporting unit for the years ended December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 2017 Gross amount $ 153,257 $ 124,631 Accumulated impairment losses (27,353) (27,353) Carrying value $ 125,904 $ 97,278 |
Schedule of other intangible assets | The gross and net carrying values of other intangible assets by major intangible asset class, are as follows (in thousands): December 31, 2018 Gross Carrying Accumulated Carrying Amount Amortization Value Definite-lived intangible assets Customer relationships $ 188,850 $ (34,552) $ 154,298 Off-market contract intangibles 39,800 (9,116) 30,684 Trade names 13,505 (1,202) 12,303 Non-compete agreements 8,202 (578) 7,624 Other 408 (149) 259 Indefinite-lived intangible assets Trade names 275 — 275 Total $ 251,040 $ (45,597) $ 205,443 December 31, 2017 Gross Carrying Accumulated Carrying Amount Amortization Value Definite-lived intangible assets Customer relationships $ 107,798 $ (25,054) $ 82,744 Off-market contract intangibles 39,800 (6,544) 33,256 Trade names 6,093 (818) 5,275 Non-compete agreements 582 (175) 407 Other 242 (28) 214 Indefinite-lived intangible assets Trade names 273 — 273 Total $ 154,788 $ (32,619) $ 122,169 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Liabilities | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2018 2017 Employee-related liabilities $ 7,872 $ 4,218 Income taxes 4,337 2,142 Professional fees 3,430 1,692 Acquisition-related liabilities 2,707 — Other accrued expenses 6,770 4,785 Accrued liabilities $ 25,116 $ 12,837 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Long-Term Debt | |
Schedule of long-term debt | As of December 31, 2018 and 2017, long‑term debt included the following (in thousands): December 31, December 31, 2018 2017 Corporate Credit Agreement $ 300,000 $ 150,000 BVI Loan Agreement 20,468 26,090 Vehicle financing 1,842 1,491 Total face value of long-term debt $ 322,310 $ 177,581 Face value of long-term debt, current $ 6,536 $ 6,483 Less: Current portion of unamortized debt discounts and deferred financing fees (42) — Current portion of long-term debt, net of debt discounts and deferred financing fees $ 6,494 $ 6,483 Face value of long-term debt, non-current $ 315,774 $ 171,098 Less: Non-current portion of unamortized debt discounts and deferred financing fees (2,559) (3,326) Long-term debt, net of debt discounts and deferred financing fees $ 313,215 $ 167,772 |
Schedule of maturities of long-term debt | Maturities of long‑term debt were as follows as of December 31, 2018 (in thousands): Amount Due 2019 $ 6,537 2020 6,590 2021 306,349 2022 2,834 2023 and thereafter — Total face value of long-term debt $ 322,310 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Measurements | |
Schedule of fair value measurements | The Company’s fair value measurements as of December 31, 2018 and 2017 were as follows (in thousands): Quoted Prices in Significant Active Markets Other Significant Asset/ for Identical Observable Unobservable Assets/Liabilities Measured at Fair Value (Liability) Assets (Level 1) Inputs (Level 2) Inputs (Level 3) As of December 31, 2018 Recurring basis: Money market funds $ 42,135 $ 42,135 $ — $ — Acquisition contingent consideration $ 3,109 $ — $ — $ 3,109 As of December 31, 2017 Recurring basis: Money market funds $ 11,333 $ 11,333 $ — $ — U.S. Treasury securities $ 83,999 $ 83,999 $ — $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based compensation activity | The following table presents the activity of the Incentive shares, MIP shares and Class B shares for the period ended October 4, 2016, the date the Corporate Reorganization was completed (in thousands, except per share amounts): Incentive Shares MIP Shares Class B Shares Weighted Weighted Weighted Average Average Average Number Grant Date Number Grant Date Number Grant Date of Shares Fair Value of Shares Fair Value of Shares Fair Value Unvested as of December 31, 2015 506 $ 0.30 940 $ 0.31 4,072 $ 0.81 Vested (180) $ 0.28 (940) $ 0.31 (1,025) $ 0.81 Forfeited — $ — — $ — (7) $ 0.82 Converted upon Corporate Reorganization (326) $ 0.31 — $ — (3,040) $ 0.81 Unvested as of October 4, 2016 — $ — — $ — — $ — |
Schedule of share-based compensation restricted stock and restricted stock unit activity | The following table presents the activity of restricted awards, including those converted from the Corporate Reorganization, for the years ended December 31, 2018, 2017 and 2016 (in thousands, except per share amounts): Restricted Share Units Weighted Average Number Grant Date of Shares Fair Value Converted upon Corporate Reorganization 3 $ 6.51 Granted 200 $ 19.97 Vested (1) $ 9.12 Forfeited — $ — Unvested as of December 31, 2016 202 $ 19.80 Granted 57 $ 17.33 Vested (101) $ 19.62 Forfeited (8) $ 19.97 Unvested as of December 31, 2017 150 $ 18.97 Granted 430 $ 15.30 Vested (145) $ 19.01 Forfeited (11) $ 15.23 Unvested as of December 31, 2018 424 $ 15.33 |
AquaVenture Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based compensation options activity | The following table presents the activity of options to purchase Ordinary shares and Class B shares for the period ended October 4, 2016, the date the Corporate Reorganization was completed (in thousands, except per share amounts): Options to Purchase Options to Purchase Ordinary Shares Class B Shares Weighted Weighted Average Weighted Average Weighted Exercise Average Exercise Average Number of Price Grant Date Number of Price Grant Date Options Per Share Fair Value Options Per Share Fair Value Outstanding as of December 31, 2015 1,319 $ 1.14 170 $ 4.95 Exercised (2) $ 0.60 — $ — Forfeited (2) $ 1.78 — $ — Expired (7) $ 0.60 — $ — Converted upon Corporate Reorganization (1,308) $ 1.14 (170) $ 4.95 Outstanding as of October 4, 2016 — $ — — $ — Exercisable as of October 4, 2016 — $ — — $ — |
Quench USA Holdings LLC Equity Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of share-based compensation activity | The following table presents the activity of the Quench USA Holdings, LLC incentive shares granted as “profits interests” for the period ended October 4, 2016, the date the Corporate Reorganization was completed (in thousands, except per share amounts): Weighted Average Number of Grant Date Shares Fair Value Outstanding as of December 31, 2015 1,000 $ 0.13 Vested (1,000) $ 0.13 Converted upon Corporate Reorganization — $ — Outstanding as of October 4, 2016 — $ — |
Schedule of share-based compensation options activity | The following table presents the activity of options to purchase Quench USA Holdings, LLC shares for the period ended October 4, 2016, the date the Corporate Reorganization was completed (in thousands, except per share amounts): Weighted Average Weighted Exercise Average Number of Price Per Grant Date Options Share Fair Value Outstanding as of December 31, 2015 2,500 $ 1.01 Forfeited (143) $ 1.00 Expired (87) $ 1.00 Converted upon Corporate Reorganization (2,270) $ 1.02 Outstanding as of October 4, 2016 — $ — Exercisable as of October 4, 2016 — $ — |
2016 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock option assumptions | 2017 2016 Options to Options to Purchase Purchase Ordinary Shares Ordinary Shares Expected term (years) 6.3 5.7 Expected volatility 31.2 % 30.7 % Risk-free rate 2.1 % 1.4 % Expected dividends — % — % |
Schedule of share-based compensation options activity | The following table presents the activity of options to purchase ordinary shares, including those converted from the Corporate Reorganization, for the years ended December 31, 2018, 2017 and 2016 (in thousands, except per share amounts): Options to Purchase Ordinary Shares Weighted Average Weighted Exercise Average Number of Price Grant Date Options Per Share Fair Value Converted upon Corporate Reorganization 205 $ 22.61 Granted 3,548 $ 18.07 $ 5.70 Forfeited (11) $ 19.76 Expired (1) $ 15.98 Outstanding as of December 31, 2016 3,741 $ 18.31 Granted 78 $ 16.07 $ 5.62 Exercised (8) $ 9.05 Forfeited (99) $ 18.52 Expired (27) $ 23.53 Outstanding as of December 31, 2017 3,685 $ 18.24 Granted — $ — $ — Exercised (30) $ 14.60 Forfeited (32) $ 17.43 Expired (36) $ 19.92 Outstanding as of December 31, 2018 3,587 $ 18.26 Exercisable as of December 31, 2018 3,308 $ 18.28 |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Loss per Share | |
Schedule of net loss per share | The following table reconciles net loss to net loss applicable to ordinary shareholders for the periods presented (in thousands, except per share amounts): Year Ended October 6, 2016 December 31, through 2018 2017 December 31, 2016 Numerator: Net loss $ (20,728) $ (24,894) $ (7,314) Denominator: Weighted-average ordinary shares outstanding - basic and diluted 26,583 26,426 25,784 Loss per share - basic and diluted $ (0.78) $ (0.94) $ (0.28) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure | |
Schedule of reconciliation of ARO | A reconciliation of the beginning and ending amounts of the acquisition contingent consideration is as follows (in thousands): Year Ended December 31, 2018 Acquisition contingent consideration at beginning of year $ 50 Acquired during the period 3,198 Payments (112) Valuation adjustments (40) Interest accretion 13 Acquisition contingent consideration at end of year $ 3,109 |
Schedule of future minimum lease payments under non cancelable operating leases | Future minimum lease payments under non‑cancelable operating leases are summarized as follows (in thousands): 2019 $ 2,097 2020 905 2021 990 2022 856 2023 773 Thereafter 5,117 $ 10,738 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash Flow Information | |
Supplemental cash flow information | Supplemental cash flow information is as follows for the years ended December 31 (in thousands): Year Ended December 31, 2018 2017 2016 Cash paid during the period: Income taxes, net $ 1,903 $ 1,373 $ 427 Interest, net $ 14,044 $ 7,474 $ 10,606 Non-Cash Transaction Information: Non-cash capital expenditures $ 2,890 $ 994 $ 1,248 Deferred tax adjustment $ — $ 1,672 $ — Unpaid debt financing costs $ 86 $ 47 $ — Unpaid offering costs $ — $ — $ 1,167 Deferred offering costs reclassified to additional paid-in-capital $ — $ — $ 7,004 Non-cash issuance of ordinary shares in connection with an acquisition $ 2,041 $ — $ — The components of total ending cash for the periods presented in the consolidated statement of cash flows are as follows (in thousands): As of December 31, 2018 2017 2016 Cash and cash equivalents $ 56,618 $ 118,090 $ 95,334 Restricted cash, current — — 166 Restricted cash, non-current 4,153 4,269 5,895 Cash, cash equivalents and restricted cash $ 60,771 $ 122,359 $ 101,395 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting | |
Schedule of information by reportable segment | The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2018 (in thousands): Year Ended December 31, 2018 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 57,262 $ — $ — $ 57,262 Rental 2,318 61,898 — 64,216 Product sales 2,817 17,288 — 20,105 Financing 4,025 — — 4,025 Total revenues 66,422 79,186 — 145,608 Gross profit: Bulk water 30,746 — — 30,746 Rental 1,731 34,460 — 36,191 Product sales 493 6,047 — 6,540 Financing 4,025 — — 4,025 Total gross profit 36,995 40,507 — 77,502 Selling, general and administrative expenses 30,143 48,670 4,832 83,645 Income (loss) from operations 6,852 (8,163) (4,832) (6,143) Other expense, net (15,896) Loss before income tax expense (22,039) Income tax benefit (1,311) Net loss $ (20,728) Other information: Depreciation and amortization $ 15,469 $ 19,064 $ — $ 34,533 Expenditures for long-lived assets $ 3,521 $ 16,105 $ — $ 19,626 Amortization of deferred financing fees $ 263 $ 203 $ 497 $ 963 As of December 31, 2018 Total assets $ 385,649 $ 300,195 $ 39,619 $ 725,463 The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2017 (in thousands): Year Ended December 31, 2017 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 53,436 $ — $ — $ 53,436 Rental — 52,997 — 52,997 Product sales — 9,796 — 9,796 Financing 4,534 — — 4,534 Total revenues 57,970 62,793 — 120,763 Gross profit: Bulk water 26,291 — — 26,291 Rental — 29,513 — 29,513 Product sales — 4,017 — 4,017 Financing 4,534 — — 4,534 Total gross profit 30,825 33,530 — 64,355 Selling, general and administrative expenses 28,431 39,400 4,590 72,421 Income (loss) from operations 2,394 (5,870) (4,590) (8,066) Other expense, net (13,387) Loss before income tax expense (21,453) Income tax expense 3,441 Net loss $ (24,894) Other information: Depreciation and amortization $ 14,306 $ 15,342 $ — $ 29,648 Loss on extinguishment of debt $ 820 $ 569 $ — $ 1,389 Expenditures for long-lived assets $ 1,990 $ 12,455 $ — $ 14,445 Amortization of deferred financing fees $ 430 $ 250 $ 198 $ 878 As of December 31, 2017 Total assets $ 254,202 $ 202,456 $ 97,287 $ 553,945 The following table provides information by reportable segment and a reconciliation to the consolidated results for the year ended December 31, 2016 (in thousands): Year Ended December 31, 2016 Seven Seas Corporate Water Quench & Other Total Revenues: Bulk water $ 50,893 $ — $ — $ 50,893 Rental — 48,699 — 48,699 Product sales 727 9,540 — 10,267 Financing 1,713 — — 1,713 Total revenues 53,333 58,239 — 111,572 Gross profit: Bulk water 25,368 — — 25,368 Rental — 27,262 — 27,262 Product sales — 4,398 — 4,398 Financing 1,713 — — 1,713 Total gross profit 27,081 31,660 — 58,741 Selling, general and administrative expenses 24,307 44,092 2,477 70,876 Income (loss) from operations 2,774 (12,432) (2,477) (12,135) Other expense, net (8,419) Loss before income tax (20,554) Income tax expense 365 Net loss $ (20,919) Other information: Depreciation and amortization expense $ 13,975 $ 13,573 $ — $ 27,548 Gain on bargain purchase, net of deferred taxes $ 1,429 $ — $ — 1,429 Gain on extinguishment of debt $ 1,610 $ — $ — $ 1,610 Expenditures for long-lived assets $ 5,962 $ 11,294 $ — $ 17,256 Amortization of deferred financing fees $ 599 $ 217 $ — $ 816 As of December 31, 2016 Total assets $ 273,263 $ 193,427 $ 69,034 $ 535,724 |
Schedule of revenues by major geographical region | Revenues earned by major geographical region were (in thousands): Year Ended December 31, 2018 2017 2016 United States $ 81,988 $ 62,552 $ 58,239 Foreign: Trinidad & Tobago 14,294 14,107 12,999 Curaçao 7,704 7,517 7,474 British Virgin Islands 9,821 9,069 10,861 Turks and Caicos 2,455 2,069 1,841 St. Maarten 7,698 7,396 8,546 US. Virgin Islands 10,606 9,355 9,241 Peru 7,599 7,529 1,330 Canada 2,359 253 — All other countries 1,084 916 1,041 Total foreign 63,620 58,211 53,333 Total revenues $ 145,608 $ 120,763 $ 111,572 |
Schedule of revenue from major customers | Revenues earned from major customers, which are all included within the Seven Seas Water reportable segment, were (in thousands): Year Ended December 31, 2018 2017 2016 Customer in Trinidad & Tobago $ 14,294 $ 14,107 $ 12,999 Percentage of total revenues Customer in British Virgin Islands $ 9,821 $ 9,069 $ 10,861 Percentage of total revenues |
Schedule of Long-lived assets by major geographic region | Long‑lived assets, which include property, plant and equipment, net and construction in process, by major geographic region were (in thousands): December 31, 2018 2017 United States $ 80,386 $ 33,125 Foreign: Trinidad & Tobago 39,030 43,622 Curaçao 3,288 5,768 British Virgin Islands 9,038 8,738 Turks and Caicos 2,914 3,012 Anguilla 3,425 US. Virgin Islands 25,314 28,103 All other countries 2,096 840 Total foreign 85,105 90,083 $ 165,491 $ 123,208 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data | |
Schedule of quarterly financial data | The following tables provides quarterly information for the years ended December 31, 2018 and 2017 (in thousands, except per share amounts): Three Months Ended March 31 June 30 September 30 December 31 2018 Total revenues $ 32,514 $ 34,445 $ 36,824 $ 41,825 Gross profit 17,025 18,206 19,667 22,604 Loss from operations (2,549) (1,083) (1,159) (1,352) Net loss (6,346) (4,921) (2,732) (6,729) Loss per share-basic and diluted $ (0.24) $ (0.19) $ (0.10) $ (0.25) Three Months Ended March 31 June 30 September 30 December 31 2017 Total revenues $ 28,941 $ 29,840 $ 29,777 $ 32,205 Gross profit 15,005 15,604 16,334 17,412 Loss from operations (2,181) (1,820) (2,096) (1,969) Net loss (6,001) (5,290) (7,288) (6,315) Loss per share-basic and diluted $ (0.23) $ (0.20) $ (0.28) $ (0.24) |
Description of the Business - C
Description of the Business - Corporate Reorganization (Details) | Jul. 01, 2016shares | Dec. 31, 2018itemsegment |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ||
Number of operating platforms | segment | 2 | |
AquaVenture Holdings Curacao | AquaVenture Holdings LLC | Transaction Between Entities Under Common Control | Ordinary shares | ||
Business Acquisition [Line Items] | ||
Shares issued to acquire predecessor during reorganization | shares | 1,000,000 | |
Seven Seas Water | Minimum | ||
Business Acquisition [Line Items] | ||
Lease term | 3 years | |
Seven Seas Water | Maximum | ||
Business Acquisition [Line Items] | ||
Lease term | 5 years | |
Quench | ||
Business Acquisition [Line Items] | ||
Number of dealers and retailers | item | 250 | |
Quench | Minimum | ||
Business Acquisition [Line Items] | ||
Lease term | 2 years | |
Quench | Maximum | ||
Business Acquisition [Line Items] | ||
Lease term | 3 years |
Description of the Business - I
Description of the Business - Initial Public Offering (Details) - IPO $ / shares in Units, $ in Millions | Oct. 05, 2016USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |
Ordinary shares issued | shares | 7,475,000 |
Public offering price (in dollars per share) | $ / shares | $ 18 |
Proceeds from IPO, net | $ | $ 118.8 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash and Trade Receivables, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Cash | |||
Restricted cash, non-current | $ 4,153 | $ 4,269 | $ 5,895 |
Restricted cash, current | 166 | ||
Deemed restricted | 500 | 0 | |
Trade Receivables, net | |||
Allowance for doubtful accounts | 1,000 | 1,000 | |
Provision for Doubtful Accounts | 1,035 | 605 | 1,044 |
Write-offs of uncollectible accounts receivable | 1,000 | 700 | 500 |
Selling, General and Administrative Expenses | |||
Trade Receivables, net | |||
Provision for Doubtful Accounts | 1,000 | 600 | 1,000 |
Seller Note Payable - BVI | |||
Restricted Cash | |||
Restricted cash, current | 0 | 501 | $ 930 |
Trinidad USVI And BVI | |||
Restricted Cash | |||
Restricted cash, non-current | $ 3,700 | $ 3,800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies | ||
Finished goods | $ 7,367 | $ 2,890 |
Spare parts, supplies and miscellaneous equipment | 7,472 | 5,338 |
Raw materials | 357 | |
Work in process | 300 | |
Total | $ 15,496 | $ 8,228 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Contract Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Capitalized Contract Cost [Line Items] | |||
Contract cost amortization | $ 2,700 | $ 2,200 | $ 1,200 |
Contract assets impairment | 0 | ||
Contract Acquisition Costs | |||
Capitalized Contract Cost [Line Items] | |||
Contract costs | 0 | 0 | |
Deferred Lease Costs | |||
Capitalized Contract Cost [Line Items] | |||
Contract costs | 3,700 | 3,200 | |
Contract Fulfillment Costs | |||
Capitalized Contract Cost [Line Items] | |||
Contract costs | $ 1,500 | $ 800 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Building | Minimum | |
Property, Plant and Equipment | |
Useful lives | 5 years |
Building | Maximum | |
Property, Plant and Equipment | |
Useful lives | 20 years |
Building improvements | Maximum | |
Property, Plant and Equipment | |
Useful lives | 7 years |
Plants And Related Equipment | Minimum | |
Property, Plant and Equipment | |
Useful lives | 4 years |
Plants And Related Equipment | Maximum | |
Property, Plant and Equipment | |
Useful lives | 25 years |
Rental Equipment | Minimum | |
Property, Plant and Equipment | |
Useful lives | 7 years |
Rental Equipment | Maximum | |
Property, Plant and Equipment | |
Useful lives | 10 years |
Office Furniture And Fixtures And Equipment | Minimum | |
Property, Plant and Equipment | |
Useful lives | 3 years |
Office Furniture And Fixtures And Equipment | Maximum | |
Property, Plant and Equipment | |
Useful lives | 7 years |
Vehicles | Minimum | |
Property, Plant and Equipment | |
Useful lives | 3 years |
Vehicles | Maximum | |
Property, Plant and Equipment | |
Useful lives | 5 years |
Leasehold Improvements | Maximum | |
Property, Plant and Equipment | |
Useful lives | 15 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Note Receivable and Foreign Currency (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018USD ($)item | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 31, 2016 | |
Note Receivable | ||||
Allowance for notes receivable | $ 0 | $ 0 | ||
Current portion of notes receivable | 6,538 | 6,878 | ||
Long-term receivables | 40,574 | 43,796 | ||
Undiscounted balance of notes receivable | 59,300 | |||
Acquisition Contingent Consideration | ||||
Contingent consideration | 3,109 | 50 | ||
Foreign Currency | ||||
Foreign currency transaction gain (loss) | (155) | 190 | $ (62) | |
Foreign currency translation loss recorded in other comprehensive income | $ 404 | $ 17 | $ 0 | |
Minimum | ||||
Note Receivable | ||||
Notes receivable stated interest percentage | 7.00% | |||
Maximum | ||||
Note Receivable | ||||
Notes receivable stated interest percentage | 9.00% | |||
Seven Seas Water | ||||
Goodwill and Other Intangible Assets | ||||
Number of reportable units | item | 2 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Consolidated balance sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2016 | Dec. 31, 2015 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Current portion of long-term receivables | $ 6,538 | $ 6,878 | |||
Prepaid expenses and other current assets | 8,272 | 3,874 | |||
Deferred tax asset | 4,191 | 38 | |||
Long-term receivables | 40,574 | 43,796 | |||
Other assets | 6,251 | 4,307 | |||
Intangible assets, net | 205,443 | 122,169 | |||
Deferred tax liability | 18,465 | 5,266 | |||
Other long-term liabilities | 13,450 | 11,429 | |||
Accumulated deficit | (245,108) | (224,380) | |||
Shareholders' equity | $ 336,598 | 344,196 | $ 358,655 | $ 265,160 | |
ASU 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606 | |||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||
Prepaid expenses and other current assets | 8,789 | ||||
Long-term contract costs | 80,865 | ||||
Other assets | 39,815 | ||||
Intangible assets, net | 52,298 | ||||
Deferred tax liability | 5,700 | ||||
Other long-term liabilities | 3,749 | ||||
Accumulated deficit | (216,429) | $ 8,400 | |||
Shareholders' equity | $ 352,147 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Consolidated statement of operations and comprehensive income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 06, 2016 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||||
Revenues | $ 41,825 | $ 36,824 | $ 34,445 | $ 32,514 | $ 32,205 | $ 29,777 | $ 29,840 | $ 28,941 | $ 145,608 | $ 120,763 | $ 111,572 | |||
Cost of revenues | 68,106 | 56,408 | 52,831 | |||||||||||
Gross Profit | 22,604 | 19,667 | 18,206 | 17,025 | 17,412 | 16,334 | 15,604 | 15,005 | 77,502 | 64,355 | 58,741 | |||
Selling, general and administrative expenses | 83,645 | 72,421 | 70,876 | |||||||||||
Loss from operations | (1,352) | (1,159) | (1,083) | (2,549) | (1,969) | (2,096) | (1,820) | (2,181) | (6,143) | (8,066) | (12,135) | |||
Other expense: | ||||||||||||||
Gain on bargain purchase, net of deferred taxes | 1,429 | |||||||||||||
Interest expense, net | (15,046) | (11,537) | (11,147) | |||||||||||
Other expense, net | (850) | (1,850) | 1,299 | |||||||||||
Loss before income tax expense | (22,039) | (21,453) | (20,554) | |||||||||||
Income tax expense | (1,311) | 3,441 | 365 | |||||||||||
Net loss | $ (6,729) | $ (2,732) | $ (4,921) | $ (6,346) | $ (6,315) | $ (7,288) | $ (5,290) | $ (6,001) | $ (7,314) | $ (20,728) | $ (24,894) | $ (20,919) | ||
Loss per share – basic and diluted (1) | [1] | $ (0.78) | $ (0.94) | $ (0.28) | ||||||||||
Common stock outstanding | 26,780,000 | 26,482,000 | 26,780,000 | 26,482,000 | ||||||||||
ASU 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606 | ||||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||||
Revenues | $ 121,151 | $ 114,100 | ||||||||||||
Cost of revenues | 63,880 | 58,136 | ||||||||||||
Gross Profit | 57,271 | 55,964 | ||||||||||||
Selling, general and administrative expenses | 69,648 | 68,159 | ||||||||||||
Loss from operations | (12,377) | (12,195) | ||||||||||||
Other expense: | ||||||||||||||
Gain on bargain purchase, net of deferred taxes | 1,429 | |||||||||||||
Interest expense, net | (7,945) | (10,550) | ||||||||||||
Other expense, net | (1,850) | 1,299 | ||||||||||||
Loss before income tax expense | (22,172) | (20,017) | ||||||||||||
Income tax expense | 3,622 | 455 | ||||||||||||
Net loss | $ (25,794) | $ (20,472) | ||||||||||||
Loss per share – basic and diluted (1) | $ (0.98) | $ (0.28) | ||||||||||||
Ordinary Share Units | ||||||||||||||
Other expense: | ||||||||||||||
Common stock outstanding | 0 | |||||||||||||
[1] | Represents loss per share and weighted-average shares outstanding for the period following the Corporate Reorganization and IPO. There were no ordinary shares outstanding prior to October 6, 2016 and, therefore, no loss per share information has been presented for any period prior to that date. (see Note 12). |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Reclassification (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | |
Other Nonoperating Income (Expense) [Abstract] | ||||
Cash flows from operating activities | $ 26,882 | $ 18,966 | $ 11,511 | |
Cash flows from investing activities | $ (214,540) | (24,344) | (63,128) | |
Adjustment | ||||
Other Nonoperating Income (Expense) [Abstract] | ||||
Cash flows from operating activities | 4,500 | 700 | ||
Cash flows from investing activities | (4,500) | (700) | ||
Previously Reported | ||||
Other Nonoperating Income (Expense) [Abstract] | ||||
Cash flows from operating activities | 15,900 | 13,500 | ||
Cash flows from investing activities | (21,300) | (65,200) | ||
ASU 2016-02 | Forecast | ||||
Other Nonoperating Income (Expense) [Abstract] | ||||
Right of use assets | $ 9,200 | |||
Lease liabilities | $ 9,400 | |||
Calculated under Revenue Guidance in Effect before Topic 606 | ASU 2014-09 | ||||
Other Nonoperating Income (Expense) [Abstract] | ||||
Cash flows from operating activities | 1,500 | 2,800 | ||
Cash flows from investing activities | $ (1,500) | $ (2,800) |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions - Pure Health Solutions, Inc (Details) $ in Thousands | Dec. 18, 2018USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Post combination payoff | $ 17,500 | |||||
Assets acquired: | ||||||
Goodwill | $ 190,999 | 190,999 | $ 99,495 | $ 98,023 | ||
Pure Health Solutions, Inc | Selling, General and Administrative Expenses | ||||||
Business Acquisition [Line Items] | ||||||
Transaction related costs | 1,800 | |||||
Quench | Pure Health Solutions, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price | $ 57,000 | |||||
Cash paid for acquisition | 39,500 | |||||
Purchase price adjustment | 1,200 | |||||
Post combination payoff | $ 17,500 | |||||
Contract liabilities discount rate | 7 | |||||
Indemnification liability | $ 800 | |||||
Indemnification asset | 800 | |||||
Restructuring charges | 900 | |||||
Restructuring accrual | $ 800 | 800 | ||||
Assets acquired: | ||||||
Cash and cash equivalents | 260 | |||||
Trade receivables | 1,167 | |||||
Inventory | 2,606 | |||||
Prepaid expenses and other current assets | 447 | |||||
Property, plant and equipment | 6,410 | |||||
Deferred tax assets | 108 | |||||
Identified intangible assets | 31,550 | |||||
Goodwill | 20,374 | |||||
Total assets acquired | 62,922 | |||||
Liabilities assumed: | ||||||
Accounts payable and accrued liabilities | (22,652) | |||||
Deferred revenue | (329) | |||||
Other long-term liabilities | (450) | |||||
Total liabilities assumed | (23,431) | |||||
Net assets acquired | $ 39,491 | |||||
Quench | Pure Health Solutions, Inc | Forecast | ||||||
Business Acquisition [Line Items] | ||||||
Restructuring charges | $ 200 | |||||
Quench | Pure Health Solutions, Inc | Quench | ||||||
Business Acquisition [Line Items] | ||||||
Revenue | 500 | |||||
Net income | $ (1,100) | |||||
Quench | Pure Health Solutions, Inc | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life of intangible assets | 20 years | |||||
Quench | Pure Health Solutions, Inc | Trade Names | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life of intangible assets | 12 years | |||||
Quench | Pure Health Solutions, Inc | Non-compete agreements | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life of intangible assets | 5 years |
Business Combinations and Ass_4
Business Combinations and Asset Acquisitions - FB Global Development, Inc., d/b/a Bluline (Details) - USD ($) $ in Thousands | Dec. 03, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets acquired: | ||||
Goodwill | $ 190,999 | $ 99,495 | $ 98,023 | |
FB Global Development, Inc., d/b/a Bluline | ||||
Business Acquisition [Line Items] | ||||
Transaction related costs | $ 9,000 | |||
Quench | FB Global Development, Inc., d/b/a Bluline | ||||
Business Acquisition [Line Items] | ||||
Cash paid for acquisition | 2,500 | |||
Acquisition payable | 300 | |||
Assets acquired: | ||||
Trade receivables | 90 | |||
Inventory | 345 | |||
Property, plant and equipment | 331 | |||
Identified intangible assets | 1,462 | |||
Goodwill | 645 | |||
Total assets acquired | 2,873 | |||
Liabilities assumed: | ||||
Deferred revenue | (10) | |||
Total liabilities assumed | (10) | |||
Net assets acquired | $ 2,863 | |||
Quench | FB Global Development, Inc., d/b/a Bluline | Quench | ||||
Business Acquisition [Line Items] | ||||
Revenue | 200 | |||
Net income | $ 100 | |||
Quench | FB Global Development, Inc., d/b/a Bluline | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life of intangible assets | 20 years | |||
Quench | FB Global Development, Inc., d/b/a Bluline | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life of intangible assets | 5 years |
Business Combinations and Ass_5
Business Combinations and Asset Acquisitions - AUC Acquisition Holdings (Details) - USD ($) shares in Thousands, $ in Thousands | Nov. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 3,109 | $ 50 | ||
Assets acquired: | ||||
Goodwill | 190,999 | $ 99,495 | $ 98,023 | |
AUC Acquisition Holdings | ||||
Business Acquisition [Line Items] | ||||
Transaction related costs | 1,300 | |||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 130,900 | |||
Cash paid for acquisition | $ 127,000 | |||
Number of shares issued in acquisition | 122 | |||
Value of shares issued in acquisition | $ 2,000 | |||
Contingent consideration | 1,900 | |||
Contingent consideration range of outcomes minimum | 0 | |||
Contingent consideration range of outcomes maximum | 2 | |||
Revenue | 5,200 | |||
Net income | $ 700 | |||
Assets acquired: | ||||
Cash and cash equivalents | 849 | |||
Trade receivables | 1,763 | |||
Inventory | 2,642 | |||
Current portion of long-term receivables | 521 | |||
Prepaid expenses and other current assets | 1,795 | |||
Property, plant and equipment | 32,266 | |||
Other assets | 25 | |||
Long-term receivables | 347 | |||
Identified intangible assets | 47,310 | |||
Goodwill | 62,878 | |||
Total assets acquired | 150,396 | |||
Liabilities assumed: | ||||
Accounts payable and accrued liabilities | (4,286) | |||
Deferred revenue | (1,021) | |||
Other long-term liabilities | (1,706) | |||
Deferred tax liabilities | (12,483) | |||
Total liabilities assumed | (19,496) | |||
Net assets acquired | $ 130,900 | |||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life of intangible assets | 20 years | |||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | Trade Names | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life of intangible assets | 15 years | |||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life of intangible assets | 4 years 10 months 24 days | |||
AquaVenture Holdings, Inc. | AUC Acquisition Holdings | Backlogs | ||||
Business Acquisition [Line Items] | ||||
Weighted average useful life of intangible assets | 8 months 12 days |
Business Combinations and Ass_6
Business Combinations and Asset Acquisitions - Alpine Water System, LLC (Details) - USD ($) $ in Thousands | Aug. 06, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 3,109 | $ 50 | ||
Assets acquired: | ||||
Goodwill | 190,999 | $ 99,495 | $ 98,023 | |
Alpine Water System, LLC | Selling, General and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Transaction related costs | $ 600 | |||
Quench | Alpine Water System, LLC | ||||
Business Acquisition [Line Items] | ||||
Purchase price | 15,000 | |||
Cash paid for acquisition | 14,600 | |||
Notes payable | 400 | |||
Contingent consideration | 100 | |||
Contingent consideration range of outcomes minimum | 0 | |||
Contingent consideration range of outcomes maximum | 300 | |||
Contingent consideration ultimate payout | 600 | |||
Assets acquired: | ||||
Trade receivables | 556 | |||
Inventory | 141 | |||
Prepaid expenses and other current assets | 153 | |||
Property, plant and equipment | 1,741 | |||
Goodwill | 6,034 | |||
Total assets acquired | 16,043 | |||
Liabilities assumed: | ||||
Accounts payable and accrued liabilities | (474) | |||
Deferred revenue | (565) | |||
Total liabilities assumed | (1,039) | |||
Net assets acquired | 15,004 | |||
Quench | Alpine Water System, LLC | Minimum | ||||
Business Acquisition [Line Items] | ||||
Undiscounted range of outcomes for the postcombination compensation payout | 0 | |||
Quench | Alpine Water System, LLC | Maximum | ||||
Business Acquisition [Line Items] | ||||
Undiscounted range of outcomes for the postcombination compensation payout | 1,100 | |||
Quench | Alpine Water System, LLC | Quench | ||||
Liabilities assumed: | ||||
Revenue | 2,300 | |||
Net income | $ 100 | |||
Quench | Alpine Water System, LLC | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Discounted rate | 13.40% | |||
Weighted average useful life of intangible assets | 15 years | |||
Assets acquired: | ||||
Identified intangible assets | 6,269 | |||
Quench | Alpine Water System, LLC | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Discounted rate | 13.40% | |||
Weighted average useful life of intangible assets | 5 years | |||
Assets acquired: | ||||
Identified intangible assets | $ 1,149 |
Business Combinations and Ass_7
Business Combinations and Asset Acquisitions - Wa-2 Water Company Ltd (Details) - USD ($) $ in Thousands | Mar. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets acquired: | ||||
Goodwill | $ 190,999 | $ 99,495 | $ 98,023 | |
Quench Canada Inc | Wa-2 Water Company Ltd | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 5,100 | |||
Amount held in escrow by third party | 300 | |||
Working capital adjustment | 5,000 | |||
Assets acquired: | ||||
Trade receivables | 134 | |||
Inventory | 158 | |||
Prepaid expenses and other current assets | 6 | |||
Property, plant and equipment | 424 | |||
Goodwill | 2,239 | |||
Total assets acquired | 5,520 | |||
Liabilities assumed: | ||||
Accounts payable and accrued liabilities | (86) | |||
Deferred revenue | (328) | |||
Total liabilities assumed | (414) | |||
Net assets acquired | 5,106 | |||
Quench Canada Inc | Wa-2 Water Company Ltd | Customer Relationships | ||||
Assets acquired: | ||||
Identified intangible assets | 1,561 | |||
Liabilities assumed: | ||||
Discounted rate | 12.90% | |||
Weighted average useful life of intangible assets | 20 years | |||
Quench Canada Inc | Wa-2 Water Company Ltd | Trade Names | ||||
Assets acquired: | ||||
Identified intangible assets | 700 | |||
Liabilities assumed: | ||||
Discounted rate | 12.90% | |||
Weighted average useful life of intangible assets | 12 years | |||
Quench Canada Inc | Wa-2 Water Company Ltd | Non-compete agreements | ||||
Assets acquired: | ||||
Identified intangible assets | $ 298 | |||
Liabilities assumed: | ||||
Discounted rate | 12.90% | |||
Weighted average useful life of intangible assets | 5 years | |||
Quench | Quench Canada Inc | Wa-2 Water Company Ltd | ||||
Liabilities assumed: | ||||
Revenue | $ 1,800 | |||
Net income | 200 | |||
Selling, General and Administrative Expenses | Wa-2 Water Company Ltd | ||||
Business Acquisition [Line Items] | ||||
Transaction related costs | $ 100 |
Business Combinations and Ass_8
Business Combinations and Asset Acquisitions - Wellsys (Details) - Quench - Wellsys - USD ($) $ in Thousands | Sep. 08, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Purchase price | $ 6,900 | ||
Working capital adjustment | $ 165 | ||
Selling, General and Administrative Expenses | |||
Business Acquisition [Line Items] | |||
Transaction related costs | $ 0 | $ 31 |
Business Combinations and Ass_9
Business Combinations and Asset Acquisitions - ADB (Details) - AVH Peru - ADB $ in Thousands, gal in Millions | Oct. 31, 2016USD ($)gal | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||
Percentage acquired | 100.00% | |||
Purchase price | $ 46,500 | |||
Working capital adjustment | $ 186 | |||
Desalination infrastructure capacity (in gallons) | gal | 2.7 | |||
Revenue | $ 696 | |||
Net income | $ 229 | |||
Accrued liabilities. | ||||
Business Acquisition [Line Items] | ||||
Purchase price allocation adjustment liability | $ 400 | |||
Prepaids and other assets | ||||
Business Acquisition [Line Items] | ||||
Purchase price allocation adjustment asset | 400 | |||
Selling, General and Administrative Expenses | ||||
Business Acquisition [Line Items] | ||||
Transaction related costs | $ 100 | $ 2,100 |
Business Combinations and As_10
Business Combinations and Asset Acquisitions - Proforma financial information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition, Pro Forma Information [Abstract] | |||
Revenues | $ 187,958 | $ 175,183 | $ 169,251 |
Net loss | $ (28,202) | $ (30,381) | $ (26,470) |
Loss per share | $ (1.06) | $ (1.15) | $ (0.33) |
Business Combinations and As_11
Business Combinations and Asset Acquisitions - La Ferla Group LLC (Details) - Quench - La Ferla Group LLC - USD ($) $ in Thousands | Jun. 04, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Purchase price | $ 5,400 | |
Cash paid for acquisition | 5,200 | |
Notes payable | 200 | |
Transaction related costs | $ 14 | |
Assets acquired: | ||
Trade receivables | 108 | |
Property, plant and equipment | 704 | |
Inventory | 13 | |
Deferred revenue | (153) | |
Net assets acquired | 5,434 | |
Customer Relationships | ||
Assets acquired: | ||
Identified intangible assets | 4,349 | |
Discounted rate | 12.10% | |
Weighted average useful life of intangible assets | 17 years | |
Non-compete agreements | ||
Assets acquired: | ||
Identified intangible assets | $ 413 | |
Discounted rate | 12.10% | |
Weighted average useful life of intangible assets | 5 years |
Business Combinations and As_12
Business Combinations and Asset Acquisitions - Clarus Services, Inc., Watermark USA LLC and JMS Group, Inc. (Details) - Quench - Clarus Services, Inc. Watermark USA LLC and JMS Group, Inc. $ in Thousands | Apr. 02, 2018USD ($)item | Dec. 31, 2018USD ($) | Jan. 15, 2018USD ($) |
Business Acquisition [Line Items] | |||
Number of acquisitions | item | 4 | ||
Purchase price | $ 3,100 | ||
Cash paid for acquisition | 2,900 | ||
Notes payable | $ 200 | ||
Transaction related costs | $ 44 | ||
Assets acquired: | |||
Trade receivables | $ 168 | ||
Property, plant and equipment | 212 | ||
Inventory | 26 | ||
Customer relationships | 2,712 | ||
Deferred revenue | (49) | ||
Net assets acquired | $ 3,069 | ||
Customer Relationships | |||
Assets acquired: | |||
Weighted average useful life of intangible assets | 12 years |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 41,825 | $ 36,824 | $ 34,445 | $ 32,514 | $ 32,205 | $ 29,777 | $ 29,840 | $ 28,941 | $ 145,608 | $ 120,763 | $ 111,572 |
Bulk water | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 57,262 | 53,436 | 50,893 | ||||||||
Water Delivery | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 35,950 | 33,986 | 40,642 | ||||||||
Operating and maintenance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 21,312 | 19,450 | 10,251 | ||||||||
Rental | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 64,216 | 52,997 | 48,699 | ||||||||
Financing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 4,025 | 4,534 | 1,713 | ||||||||
Product sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 20,105 | 9,796 | 10,267 | ||||||||
Construction of plants | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 2,817 | 727 | |||||||||
Sale of equipment, coffee and consumables | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 17,288 | 9,796 | 9,540 | ||||||||
Seven Seas Water | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 66,422 | 57,970 | 53,333 | ||||||||
Seven Seas Water | Bulk water | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 57,262 | 53,436 | 50,893 | ||||||||
Seven Seas Water | Water Delivery | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 35,950 | 33,986 | 40,642 | ||||||||
Seven Seas Water | Operating and maintenance | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 21,312 | 19,450 | 10,251 | ||||||||
Seven Seas Water | Rental | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 2,318 | ||||||||||
Seven Seas Water | Financing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 4,025 | 4,534 | 1,713 | ||||||||
Seven Seas Water | Product sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 2,817 | 727 | |||||||||
Seven Seas Water | Construction of plants | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 2,817 | 727 | |||||||||
Quench | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 79,186 | 62,793 | 58,239 | ||||||||
Quench | Rental | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 61,898 | 52,997 | 48,699 | ||||||||
Quench | Product sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 17,288 | 9,796 | 9,540 | ||||||||
Quench | Sale of equipment, coffee and consumables | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 17,288 | $ 9,796 | $ 9,540 |
Revenue - Contract Assets And L
Revenue - Contract Assets And Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Contract assets | ||
Trade receivables | $ 21,437 | $ 19,593 |
Current portion of long-term receivables | 6,538 | 6,878 |
Long-term receivables | 40,574 | 43,796 |
Total contract assets | 68,549 | 70,267 |
Contract liabilities | ||
Deferred revenue, current | 3,890 | 2,454 |
Deferred revenue, non-current | 10,690 | 10,351 |
Total contract liabilities | 14,580 | $ 12,805 |
Changes in contract assets and liabilities | ||
Revenue recognized that was included in the contract liability balance at January 1, 2018 | 3,676 | |
Deferred revenue acquired during the period | (2,443) | |
Deferred revenue disposed of during the period | 726 | |
Contract assets impairment | $ 0 |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | 1 year |
Revenue, remaining performance obligation | $ 105,663 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | 1 year |
Revenue, remaining performance obligation | $ 78,832 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | 1 year |
Revenue, remaining performance obligation | $ 65,782 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | 1 year |
Revenue, remaining performance obligation | $ 56,449 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | 1 year |
Revenue, remaining performance obligation | $ 50,932 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation expected timing of satisfaction period | |
Revenue, remaining performance obligation | $ 312,033 |
Property, Plant and Equipment a
Property, Plant and Equipment and Construction in Progress - Property By Type (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | $ 238,944 | $ 183,808 |
Less: accumulated depreciation | (88,880) | (71,037) |
Property, plant and equipment, net | 150,064 | 112,771 |
Construction in progress | 15,427 | 10,437 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 3,155 | 2,485 |
Building and Building Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 2,024 | 1,474 |
Plants And Related Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 125,994 | 125,955 |
Rental Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 94,474 | 44,487 |
Office Furniture And Fixtures And Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 6,642 | 5,260 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | 4,914 | 2,815 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment Gross | $ 1,741 | $ 1,332 |
Property, Plant and Equipment_2
Property, Plant and Equipment and Construction in Progress - Capitalized Interest and Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Interest Costs Capitalized | $ 44 | $ 33 | $ 145 |
Depreciation | 18,400 | 16,500 | 16,200 |
Cost of revenues | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 17,600 | $ 15,800 | $ 14,400 |
Property, Plant and Equipment_3
Property, Plant and Equipment and Construction in Progress - Leased and Held For Lease (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Future minimum rental revenues | ||
2019 | $ 52,081 | |
2020 | 33,155 | |
2021 | 20,254 | |
2022 | 12,054 | |
2023 | 6,537 | |
Quench | Property Subject to Operating Lease | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Assets on lease and held for lease, net | 69,300 | $ 28,900 |
Assets on lease and held for lease accumulated depreciation | 21,900 | 13,500 |
Quench | Property Available for Operating Lease | ||
Property Subject to or Available for Operating Lease [Line Items] | ||
Assets on lease and held for lease, net | 1,800 | 1,400 |
Assets on lease and held for lease accumulated depreciation | $ 1,500 | $ 808 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes | |||
Loss from domestic operations | $ (19,478) | $ (21,120) | $ (22,865) |
(Loss) income from foreign operations | (2,561) | (333) | 2,311 |
Loss before income tax expense | (22,039) | (21,453) | (20,554) |
Current: | |||
State | 10 | ||
Foreign | 1,966 | 1,953 | 200 |
Deferred: | |||
Federal | 23 | 143 | |
State | 4 | 51 | |
Foreign | (3,314) | 1,294 | 165 |
Income tax expense | (1,311) | 3,441 | $ 365 |
Income tax payable | $ 4,337 | $ 2,142 |
Income Taxes - Reconciliation I
Income Taxes - Reconciliation Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of statutory federal income tax | |||
Federal income tax rate | 21.00% | 35.00% | 35.00% |
State income taxes, net of Federal tax effect | 7.50% | 1.20% | 4.30% |
Foreign income tax rate differences | (7.30%) | (15.00%) | 5.80% |
Change in statutory tax rate | 0.50% | (36.80%) | |
Valuation allowance offsetting statutory tax rate change | (0.50%) | 37.50% | |
Change in valuation allowance | (11.90%) | (42.00%) | (29.00%) |
Disallowed interest income (expense) | 4.80% | 11.30% | (6.20%) |
Withholding taxes | (5.00%) | (3.90%) | |
Share-based compensation | (2.10%) | (2.80%) | (2.90%) |
Economic development program | 0.40% | (0.50%) | (1.40%) |
Effect of flow-through entity | (3.80%) | ||
Disallowed expenses | (1.80%) | (3.00%) | |
Uncertain tax positions | 0.60% | 0.60% | |
Other items, net | (0.30%) | (0.60%) | (0.60%) |
Effective tax rate | 5.90% | (16.00%) | (1.80%) |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
U.S. Federal and state net operating loss carryforwards | $ 31,877 | $ 22,809 |
Foreign net operating loss carryforwards | 12,009 | 15,527 |
Property, plant and equipment, net | 901 | 535 |
Share-based compensation | 4,149 | 2,432 |
Intercompany payables | 5,853 | 3,516 |
Deferred Tax Assets, Deferred Income | 4,299 | 93 |
Other | 1,433 | 743 |
Deferred Tax Assets Gross | 60,521 | 45,655 |
Less: valuation allowance | (25,100) | (22,048) |
Total net deferred tax assets | 35,421 | 23,607 |
Deferred tax liability: | ||
Property, plant and equipment, net | (22,054) | (18,027) |
Intangible assets, net | (25,891) | (9,078) |
Other | (1,750) | (1,730) |
Total deferred tax liabilities | (49,695) | (28,835) |
Net deferred tax liability | $ (14,274) | $ (5,228) |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforwards (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Federal | ||
Net operating loss carryforwards | ||
Net operating loss carryforwards | $ 123.6 | $ 92.8 |
Net operating loss carryforwards not subject to Expiration | 14.3 | |
State | ||
Net operating loss carryforwards | ||
Net operating loss carryforwards | 88 | 58.1 |
Foreign | ||
Net operating loss carryforwards | ||
Net operating loss carryforwards | 45.2 | $ 56.9 |
undistributed earnings reinvest internationally | 245.5 | |
Trinidad Chile And Peru | ||
Net operating loss carryforwards | ||
Net operating loss carryforwards not subject to Expiration | $ 18.5 |
Income Taxes - Tax Cuts and Job
Income Taxes - Tax Cuts and Jobs Act and Uncertain Income Tax Positions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Federal income tax rate | 21.00% | 35.00% | 35.00% | ||
Income tax expense resulting from remeasurement of net deferred tax assets due to TCJ Act | $ 7,900 | ||||
Income tax benefit resulting from remeasurement of deferred tax asset valuation allowance due to TCJ Act | 8,000 | ||||
Income tax benefit due to TCJ Act | $ 100 | ||||
Deferred Tax Assets, Valuation Allowance | 25,100 | 22,048 | |||
Increase (decrease) in valuation allowance | 3,100 | ||||
Unrecognized tax benefit offset against NOL deferred tax asset | 3,900 | 0 | |||
unrecognized tax benefits indemnified | 700 | 100 | |||
Accumulated income tax penalties and interest | 300 | 200 | |||
Accrued income tax penalties and interest | 1,000 | 300 | |||
Income tax indemnification receivable | 1,000 | 300 | |||
Interest and penalties recognized | 100 | 200 | $ 0 | ||
Reconciliation of unrecognized tax benefits | |||||
Unrecognized Tax Benefits, Beginning Balance | $ 4,595 | 128 | 0 | ||
Additions related to acquisitions | 4,512 | 266 | |||
Lapse of statute of limitations | (45) | (138) | |||
Unrecognized Tax Benefits, Ending Balance | $ 4,595 | $ 128 | $ 0 | ||
Forecast | |||||
Decrease in unrecognized tax benefits | $ 3,900 | ||||
Foreign | |||||
Increase (decrease) in valuation allowance | $ (3,400) |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Changes in carrying amount of goodwill | |||
Balance at beginning of the year | $ 99,495 | $ 98,023 | |
Foreign currency translation | (146) | ||
Balance at end of the year | 190,999 | 99,495 | $ 98,023 |
Impairment of goodwill | 0 | 0 | 0 |
Wellsys | |||
Changes in carrying amount of goodwill | |||
Acquisition | 1,472 | ||
Wa-2 Water Company Ltd | |||
Changes in carrying amount of goodwill | |||
Acquisition | 2,239 | ||
Alpine Water System, LLC | |||
Changes in carrying amount of goodwill | |||
Acquisition | 6,034 | ||
FB Global Development, Inc., d/b/a Bluline | |||
Changes in carrying amount of goodwill | |||
Acquisition | 645 | ||
AUC Acquisition Holdings | |||
Changes in carrying amount of goodwill | |||
Acquisition | 62,878 | ||
Atlas HP | |||
Changes in carrying amount of goodwill | |||
Sale of Atlas High Purity Solutions | (520) | ||
Pure Health Solutions, Inc | |||
Changes in carrying amount of goodwill | |||
Acquisition | 20,374 | ||
Seven Seas Water | |||
Changes in carrying amount of goodwill | |||
Balance at beginning of the year | 2,217 | 2,217 | |
Balance at end of the year | 65,095 | 2,217 | 2,217 |
Impairment of goodwill | 0 | 0 | |
Seven Seas Water | AUC Acquisition Holdings | |||
Changes in carrying amount of goodwill | |||
Acquisition | 62,878 | ||
Quench | |||
Changes in carrying amount of goodwill | |||
Balance at beginning of the year | 97,278 | 95,806 | |
Foreign currency translation | (146) | ||
Balance at end of the year | 125,904 | 97,278 | $ 95,806 |
Quench | Wellsys | |||
Changes in carrying amount of goodwill | |||
Acquisition | $ 1,472 | ||
Quench | Wa-2 Water Company Ltd | |||
Changes in carrying amount of goodwill | |||
Acquisition | 2,239 | ||
Quench | Alpine Water System, LLC | |||
Changes in carrying amount of goodwill | |||
Acquisition | 6,034 | ||
Quench | FB Global Development, Inc., d/b/a Bluline | |||
Changes in carrying amount of goodwill | |||
Acquisition | 645 | ||
Quench | Atlas HP | |||
Changes in carrying amount of goodwill | |||
Sale of Atlas High Purity Solutions | (520) | ||
Quench | Pure Health Solutions, Inc | |||
Changes in carrying amount of goodwill | |||
Acquisition | $ 20,374 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Additional information (Details) - Sale - Atlas HP - USD ($) $ in Millions | Oct. 02, 2018 | Oct. 01, 2018 |
Goodwill [Line Items] | ||
Estimated aggregate sale price | $ 2.8 | |
Cash proceeds from sale of business | 2.7 | |
Receivable | 0.2 | |
Current assets of disposal group | $ 1.9 | |
Long-term assets of disposal group | 1.6 | |
Goodwill of disposal group | 0.5 | |
Current liabilities of disposal group | 1 | |
Long-term liabilities of disposal group | $ 0.1 | |
Loss on sale of disposition | $ (0.1) |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Reconciliation of gross amount and carrying value of goodwill | |||
Carrying value | 190,999 | 99,495 | 98,023 |
Seven Seas Water | |||
Goodwill | |||
Goodwill impairment | 0 | 0 | |
Reconciliation of gross amount and carrying value of goodwill | |||
Carrying value | 65,095 | 2,217 | 2,217 |
Quench | |||
Reconciliation of gross amount and carrying value of goodwill | |||
Gross amount | 153,257 | 124,631 | |
Accumulated impairment losses | (27,353) | (27,353) | |
Carrying value | $ 125,904 | $ 97,278 | $ 95,806 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Definite - lived intangible assets | ||
Accumulated Amortization | $ (45,597) | $ (32,619) |
Other Intangible Assets | ||
Gross Carrying Amount | 251,040 | 154,788 |
Accumulated Amortization | (45,597) | (32,619) |
Carrying Value | 205,443 | 122,169 |
Trade Names | ||
Indefinite - lived intangible assets | ||
Carrying Value | 275 | |
Customer Relationships | ||
Definite - lived intangible assets | ||
Gross Carrying Amount | 188,850 | 107,798 |
Accumulated Amortization | (34,552) | (25,054) |
Carrying Value | 154,298 | 82,744 |
Other Intangible Assets | ||
Accumulated Amortization | (34,552) | (25,054) |
Off-market contract intangibles | ||
Definite - lived intangible assets | ||
Gross Carrying Amount | 39,800 | 39,800 |
Accumulated Amortization | (9,116) | (6,544) |
Carrying Value | 30,684 | 33,256 |
Other Intangible Assets | ||
Accumulated Amortization | (9,116) | (6,544) |
Trade Names | ||
Definite - lived intangible assets | ||
Gross Carrying Amount | 13,505 | 6,093 |
Accumulated Amortization | (1,202) | (818) |
Carrying Value | 12,303 | 5,275 |
Other Intangible Assets | ||
Accumulated Amortization | (1,202) | (818) |
Trade Names | Trade Names | ||
Indefinite - lived intangible assets | ||
Carrying Value | 273 | |
Non-compete agreements | ||
Definite - lived intangible assets | ||
Gross Carrying Amount | 8,202 | 582 |
Accumulated Amortization | (578) | (175) |
Carrying Value | 7,624 | 407 |
Other Intangible Assets | ||
Accumulated Amortization | (578) | (175) |
Other | ||
Definite - lived intangible assets | ||
Gross Carrying Amount | 408 | 242 |
Accumulated Amortization | (149) | (28) |
Carrying Value | 259 | 214 |
Other Intangible Assets | ||
Accumulated Amortization | $ (149) | $ (28) |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Amortization expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Other Intangible Assets | |||
Amortization expense | $ 13,400 | $ 8,300 | $ 4,900 |
Contra-revenue | 2,600 | 2,600 | 2,600 |
Future amortization expense | |||
2019 | 21,000 | ||
2020 | 20,000 | ||
2021 | 19,100 | ||
2022 | 18,300 | ||
2023 | 18,000 | ||
Impairment expense | |||
Impairment expense related to other intangible assets | $ 0 | $ 0 | $ 0 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee-related liabilities | $ 7,872 | $ 4,218 |
income taxes | 4,337 | 2,142 |
Professional fees | 3,430 | 1,692 |
Acquisition-related liabilities | 2,707 | 50 |
Other accrued expenses | 6,770 | 4,785 |
Accrued liabilities | $ 25,116 | $ 12,837 |
Insurance premium interest rate | 4.80% | |
Accrued Liability [Member] | ||
Accrued Insurance | $ 600 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt - Table (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total carrying value of long-term debt | $ 322,310 | $ 177,581 |
Face value of long-term debt, current | 6,536 | 6,483 |
Less: Current portion of unamortized debt discounts and deferred financing fees | (42) | |
Current portion of long-term debt, net of debt discounts and deferred financing fees | 6,494 | 6,483 |
Face value of long-term debt, non-current | 315,774 | 171,098 |
Less: Non-current portion of unamortized debt discounts and deferred financing fees | (2,559) | (3,326) |
Long-term debt, net of debt discounts and deferred financing fees | 313,215 | 167,772 |
Corporate Credit Agreement | ||
Debt Instrument [Line Items] | ||
Total carrying value of long-term debt | 300,000 | 150,000 |
BVI Loan Agreement | ||
Debt Instrument [Line Items] | ||
Total carrying value of long-term debt | 20,468 | 26,090 |
Vehicle Financing | ||
Debt Instrument [Line Items] | ||
Total carrying value of long-term debt | $ 1,842 | $ 1,491 |
Long-Term Debt - Corporate Cred
Long-Term Debt - Corporate Credit Agreement (Details) - USD ($) $ in Thousands | Dec. 20, 2018 | Nov. 01, 2018 | Nov. 17, 2017 | Aug. 04, 2017 | Aug. 03, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Aug. 03, 2018 |
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ (1,389) | $ 1,610 | |||||||
LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread (as a percent) | 3.00% | 3.50% | |||||||
Variable rate basis spread reduction | 0.50% | ||||||||
Corporate Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility maximum borrowing capacity | $ 300,000 | $ 260,000 | $ 150,000 | $ 150,000 | |||||
Portion of credit facility represents fixed rate (in percentage) | 50.00% | ||||||||
Fixed portion of credit facility maximum borrowing facility | $ 75,000 | ||||||||
Fixed rate (as a percent) | 8.20% | ||||||||
Portion of credit facility represents variable rate (in percentage) | 50.00% | ||||||||
Variable portion of credit facility maximum borrowing facility | 145,000 | $ 75,000 | |||||||
Amount of increase in borrowings | $ 40,000 | $ 110,000 | |||||||
Variable rate basis spread reduction | 50.00% | ||||||||
Weighted average interest rate | 8.00% | 8.20% | |||||||
Portion of debt with weighted average fixed interest rate | $ 115,000 | ||||||||
Repayment of debt | $ 150,000 | ||||||||
Corporate Credit Agreement | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread (as a percent) | 5.50% | 5.50% | 6.00% | ||||||
Corporate Credit Agreement | Minimum | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread (as a percent) | 1.00% | 1.00% | 1.00% | ||||||
Corporate Credit Agreement Tranche One | |||||||||
Debt Instrument [Line Items] | |||||||||
Amount of increase in borrowings | $ 70,000 | ||||||||
Corporate Credit Agreement Tranche One | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread (as a percent) | 5.50% | ||||||||
Corporate Credit Agreement Tranche One | Minimum | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread (as a percent) | 1.00% | ||||||||
Corporate Credit Agreement Tranche Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed rate (as a percent) | 8.70% | ||||||||
Amount of increase in borrowings | $ 40,000 |
Long-Term Debt - BVI Loan Agree
Long-Term Debt - BVI Loan Agreement (Details) $ in Thousands | Aug. 04, 2017 | Aug. 03, 2017 | Dec. 31, 2018installment | Oct. 31, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 11, 2015USD ($) |
LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Variable rate basis spread reduction | 0.50% | |||||
Variable rate spread (as a percent) | 3.00% | 3.50% | ||||
BVI Loan Agreement | Seven Seas Water | BVI Acquiree | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowing capacity | $ 43,000 | |||||
Long-term receivables | $ 40,800 | |||||
Remaining borrowing capacity | $ 820 | |||||
Number of payments | installment | 26 | |||||
Weighted average interest rate | 5.80% |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long-Term Debt | ||
2019 | $ 6,537 | |
2020 | 6,590 | |
2021 | 306,349 | |
2022 | 2,834 | |
Total face value of long-term debt | $ 322,310 | $ 177,581 |
Long-Term Debt - Other, Restric
Long-Term Debt - Other, Restricted Net Assets And Deferred Financing Fees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Restricted net assets | $ 0 | ||
Debt Issuance Costs, Net | 2,600 | $ 3,300 | $ 1,300 |
Amortization of debt financing fees | 963 | 878 | 816 |
Interest Expense | |||
Debt Instrument [Line Items] | |||
Amortization of debt financing fees | $ 1,000 | $ 878,000 | $ 816 |
Vehicle Financing | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Term (in years) | 3 years | ||
Minimum | Vehicle Financing | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.40% | ||
Maximum | Vehicle Financing | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.50% |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Asset transfers out of Level 1 into Level 2 | $ 0 | $ 0 |
Assets transfers out of Level 2 into Level 1 | 0 | 0 |
Asset transfers into (out of) Level 3 | 0 | 0 |
Acquisition contingent consideration | 3,109 | 50 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Money market funds | 42,135 | 11,333 |
Acquisition contingent consideration | 3,109 | |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Money market funds | 42,135 | 11,333 |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Acquisition contingent consideration | $ 3,109 | |
Recurring | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Held-to-maturity securities | 83,999 | |
Recurring | US Treasury securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||
Held-to-maturity securities | $ 83,999 |
Share-based Compensation - Equi
Share-based Compensation - Equity Awards before Corporate Reorganization (Details) - USD ($) | Oct. 04, 2016 | Dec. 31, 2018 | Sep. 22, 2016 |
AquaVenture Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate number of shares by class authorized for grant under the Equity Incentive Plan | 0 | ||
2016 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate number of shares by class authorized for grant under the Equity Incentive Plan | 7,100,000 | 5,000,000 | |
Equity Award Issuance | AquaVenture Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of ordinary shares converted from historical Class B, MIP and certain incentive shares upon reorganization | $ 0 | ||
Incremental share based compensation expense | $ 0 | ||
Contractual term | 0 years | ||
Participants Stock Options | AquaVenture Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual term | 10 years |
Share-based Compensation - Acti
Share-based Compensation - Activity of shares (Details) - Equity Award Issuance - AquaVenture Equity Incentive Plan shares in Thousands | 9 Months Ended |
Oct. 04, 2016$ / sharesshares | |
Incentive Shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding beginning balance | shares | 506 |
Vested | shares | (180) |
Converted upon Corporate Reorganization | shares | (326) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested beginning balance - in dollars per share | $ / shares | $ 0.30 |
Vested (in dollars per share) | $ / shares | 0.28 |
Converted upon corporate reorganization (in dollars per share) | $ / shares | $ 0.31 |
Management Incentive Plan Shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding beginning balance | shares | 940 |
Vested | shares | (940) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested beginning balance - in dollars per share | $ / shares | $ 0.31 |
Vested (in dollars per share) | $ / shares | $ 0.31 |
Class B Shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding beginning balance | shares | 4,072 |
Forfeited | shares | (7) |
Vested | shares | (1,025) |
Converted upon Corporate Reorganization | shares | (3,040) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested beginning balance - in dollars per share | $ / shares | $ 0.81 |
Forfeited (in dollars per share) | $ / shares | 0.82 |
Vested (in dollars per share) | $ / shares | 0.81 |
Converted upon corporate reorganization (in dollars per share) | $ / shares | $ 0.81 |
Share-based Compensation - Ac_2
Share-based Compensation - Activity of options to purchase Ordinary shares (Details) $ / shares in Units, $ in Millions | Jan. 01, 2018$ / sharesshares | Oct. 04, 2016shares | Oct. 04, 2016$ / sharesshares | Sep. 30, 2016$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2015$ / sharesshares | Sep. 22, 2016shares |
2016 Plan | |||||||||
Weighted Average Exercise Price Per Share | |||||||||
Aggregate number of shares by class authorized for grant under the Equity Incentive Plan | 7,100,000 | 5,000,000 | |||||||
Annual percentage increase in shares available for issuance | 4 | ||||||||
AquaVenture Equity Incentive Plan | |||||||||
Weighted Average Exercise Price Per Share | |||||||||
Aggregate number of shares by class authorized for grant under the Equity Incentive Plan | 0 | 0 | |||||||
Participants Stock Options | Ordinary Share Units | 2016 Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||
Outstanding beginning balance | 3,685,000 | 3,685,000 | 3,741,000 | ||||||
Granted | 0 | 78,000 | 3,548,000 | ||||||
Exercised | (30,000) | (8,000) | |||||||
Forfeited | (32,000) | (99,000) | (11,000) | ||||||
Expired | (36,000) | (27,000) | (1,000) | ||||||
Converted upon Corporate Reorganization | (205,000) | ||||||||
Outstanding ending balance | 3,587,000 | 3,685,000 | 3,741,000 | ||||||
Exercisable | 3,308,000 | ||||||||
Weighted Average Exercise Price Per Share | |||||||||
Outstanding beginning balance (in dollars per share) | $ / shares | $ 18.24 | $ 18.24 | |||||||
Granted (in dollars per share) | $ / shares | $ 16.07 | $ 18.07 | |||||||
Exercised (in dollars per share) | $ / shares | 14.60 | 9.05 | 19.76 | ||||||
Forfeited (in dollars per share) | $ / shares | 17.43 | 18.52 | 15.98 | ||||||
Expired (in dollars per share) | $ / shares | 19.92 | 23.53 | 18.31 | ||||||
Converted upon corporate reorganization (in dollars per share) | $ / shares | 22.61 | ||||||||
Outstanding ending balance (in dollars per share) | $ / shares | 18.26 | 18.24 | |||||||
Exercisable (in dollars per share) | $ / shares | $ 18.28 | ||||||||
Remaining weighted average contractual term for options outstanding | 7 years 8 months 12 days | ||||||||
Remaining weighted average contractual term for options exercisable | 7 years 7 months 6 days | ||||||||
Aggregated intrinsic value for outstanding | $ | $ 3.5 | ||||||||
Aggregate intrinsic value for options exercisable | $ | 3.2 | ||||||||
Unrecognized compensation expense | $ | $ 1.5 | ||||||||
Weighted-average remaining period (in years) | 1 year | ||||||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 5.62 | $ 5.70 | |||||||
Participants Stock Options | Ordinary Share Units | AquaVenture Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||
Outstanding beginning balance | 1,319,000 | 1,319,000 | 1,319,000 | ||||||
Exercised | (2,000) | ||||||||
Forfeited | (2,000) | ||||||||
Expired | (7,000) | ||||||||
Converted upon Corporate Reorganization | (1,308,000) | ||||||||
Outstanding ending balance | 1,319,000 | ||||||||
Weighted Average Exercise Price Per Share | |||||||||
Outstanding beginning balance (in dollars per share) | $ / shares | $ 1.14 | $ 1.14 | $ 1.14 | ||||||
Exercised (in dollars per share) | $ / shares | 0.60 | ||||||||
Forfeited (in dollars per share) | $ / shares | 1.78 | ||||||||
Expired (in dollars per share) | $ / shares | 0.60 | ||||||||
Converted upon corporate reorganization (in dollars per share) | $ / shares | $ (1.14) | ||||||||
Outstanding ending balance (in dollars per share) | $ / shares | $ 1.14 | ||||||||
Participants Stock Options | Class B Shares | AquaVenture Equity Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||
Outstanding beginning balance | 170,000 | 170,000 | 170,000 | ||||||
Exercised | 0 | ||||||||
Converted upon Corporate Reorganization | (170,000) | ||||||||
Outstanding ending balance | 170,000 | ||||||||
Weighted Average Exercise Price Per Share | |||||||||
Outstanding beginning balance (in dollars per share) | $ / shares | $ 4.95 | $ 4.95 | $ 4.95 | ||||||
Converted upon corporate reorganization (in dollars per share) | $ / shares | $ 4.95 | ||||||||
Outstanding ending balance (in dollars per share) | $ / shares | $ 4.95 | ||||||||
Employee Stock Option | Quench USA Holdings LLC Equity Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||||||
Outstanding beginning balance | 2,500,000 | 2,500,000 | 2,500,000 | ||||||
Exercised | 0 | 0 | 0 | ||||||
Forfeited | (143,000) | ||||||||
Expired | (87,000) | ||||||||
Converted upon Corporate Reorganization | (2,270,000) | ||||||||
Outstanding ending balance | 2,500,000 | ||||||||
Weighted Average Exercise Price Per Share | |||||||||
Outstanding beginning balance (in dollars per share) | $ / shares | $ 1.01 | $ 1.01 | $ 1.01 | ||||||
Forfeited (in dollars per share) | $ / shares | 1 | ||||||||
Expired (in dollars per share) | $ / shares | 1 | ||||||||
Converted upon corporate reorganization (in dollars per share) | $ / shares | $ 1.02 | ||||||||
Outstanding ending balance (in dollars per share) | $ / shares | $ 1.01 |
Share-based Compensation - Ac_3
Share-based Compensation - Activity of the Quench USA Holdings, LLC (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 04, 2016 | Dec. 31, 2018 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend | 0.00% | ||
Quench USA Holdings LLC Equity Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years 3 months | ||
Expected volatility | 35.20% | ||
Risk-free rate | 1.90% | ||
Expected dividend | 0.00% | ||
Granted in period | 0 | ||
Additional share-based compensation | $ 0 | ||
Quench USA Holdings LLC Equity Awards | Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual term | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Converted upon Corporate Reorganization | (2,270) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Converted upon corporate reorganization (in dollars per share) | $ 1.02 | ||
Quench USA Holdings LLC Equity Awards | Incentive Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Contractual term | 0 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Outstanding beginning balance | 1,000 | 1,000 | |
Vested | (1,000) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unvested beginning balance - in dollars per share | $ 0.13 | $ 0.13 | |
Vested (in dollars per share) | $ 0.13 |
Share-based Compensation - Aqua
Share-based Compensation - AquaVenture Equity Awards (Details) - 2016 Plan shares in Millions | Jan. 01, 2018 | Dec. 31, 2018shares | Sep. 22, 2016shares |
Aggregate number of shares by class authorized for grant under the Equity Incentive Plan | 7.1 | 5 | |
Annual percentage increase in shares available for issuance | 4 |
Share-based Compensation - Opti
Share-based Compensation - Options to Purchase Ordinary Shares (Details) | Jan. 01, 2018 | Sep. 22, 2016shares | Dec. 31, 2018shares | Dec. 31, 2017shares | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend | 0.00% | ||||
2016 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate number of shares by class authorized for grant under the Equity Incentive Plan | 5,000,000 | 7,100,000 | |||
Annual percentage increase in shares available for issuance | 4 | ||||
Participants Stock Options | Ordinary Share Units | 2016 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual term | 10 years | ||||
Granted | 0 | 78,000 | 3,548,000 | ||
Vested Option expiration period after termination | 90 days | ||||
Expected term | 6 years 3 months 18 days | 5 years 8 months 12 days | |||
Expected volatility | 31.20% | 30.70% | |||
Risk-free rate | 2.10% | 1.40% | |||
Minimum | Participants Stock Options | Ordinary Share Units | 2016 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting Period | 2 years | ||||
Maximum | Participants Stock Options | Ordinary Share Units | 2016 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting Period | 4 years |
Share-based Compensation - Ac_4
Share-based Compensation - Activity of options to purchase ordinary shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 22, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Participants Stock Options | Ordinary Share Units | 2016 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Converted upon Corporate Reorganization | 205,000 | |||
Granted | 0 | 78,000 | 3,548,000 | |
Forfeited | (32,000) | (99,000) | (11,000) | |
Expired | (36,000) | (27,000) | (1,000) | |
Outstanding ending balance | 3,587,000 | 3,685,000 | 3,741,000 | |
Exercisable | 3,308,000 | |||
Weighted Average Exercise Price Per Share | ||||
Converted upon corporate reorganization (in dollars per share) | $ 22.61 | |||
Granted (in dollars per share) | $ 16.07 | 18.07 | ||
Forfeited (in dollars per share) | $ 17.43 | 18.52 | 15.98 | |
Outstanding ending balance (in dollars per share) | 18.26 | 18.24 | ||
Exercisable (in dollars per share) | $ 18.28 | |||
Weighted average grant date fair value (in dollars per share) | $ 5.62 | $ 5.70 | ||
Exercise of options | 30,000 | 8,000 | ||
Remaining weighted average contractual term for options outstanding | 7 years 8 months 12 days | |||
Remaining weighted average contractual term for options exercisable | 7 years 7 months 6 days | |||
Aggregated intrinsic value for outstanding | $ 3,500 | |||
Aggregate intrinsic value for options exercisable | 3,200 | |||
Unrecognized compensation expense | $ 1,500 | |||
Weighted-average remaining period (in years) | 1 year | |||
Restricted Share and Restricted Share Unit Awards | 2016 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Converted upon Corporate Reorganization | 3,000 | |||
Granted | 430,000 | 57,000 | 200,000 | |
Vested | $ (145) | $ (101) | $ (1) | |
Forfeited | (11,000) | (8,000) | ||
Outstanding ending balance | 424,000 | 150,000 | 202,000 | |
Weighted Average Exercise Price Per Share | ||||
Converted upon corporate reorganization (in dollars per share) | $ 6.51 | |||
Granted (in dollars per share) | $ 15.30 | $ 17.33 | 19.97 | |
Vested (in dollars per share) | 19.01 | 19.62 | 9.12 | |
Forfeited (in dollars per share) | 15.23 | 19.97 | ||
Outstanding ending balance (in dollars per share) | $ 15.33 | $ 18.97 | $ 19.80 | |
Weighted-average remaining period (in years) | 1 year 7 months 6 days | |||
Minimum | Participants Stock Options | Ordinary Share Units | 2016 Plan | ||||
Weighted Average Exercise Price Per Share | ||||
Vesting Period | 2 years | |||
Minimum | Restricted Share and Restricted Share Unit Awards | 2016 Plan | ||||
Weighted Average Exercise Price Per Share | ||||
Vesting Period | 1 year | |||
Maximum | Participants Stock Options | Ordinary Share Units | 2016 Plan | ||||
Weighted Average Exercise Price Per Share | ||||
Vesting Period | 4 years | |||
Maximum | Restricted Share and Restricted Share Unit Awards | 2016 Plan | ||||
Weighted Average Exercise Price Per Share | ||||
Vesting Period | 4 years | |||
First Anniversary | Restricted Share and Restricted Share Unit Awards | ||||
Weighted Average Exercise Price Per Share | ||||
Vesting Percentage | 25.00% | |||
Thereafter | Restricted Share and Restricted Share Unit Awards | ||||
Weighted Average Exercise Price Per Share | ||||
Vesting Period | 3 years | |||
Vesting Percentage | 75.00% |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Awards Compensation Expense (Details) - USD ($) $ in Thousands | Sep. 22, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2017 | Oct. 04, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Ordinary shares issued | $ 285 | $ 204 | ||||
Allocated Share-based Compensation Expense | 11,200 | 12,100 | $ 4,000 | |||
Tax benefit | $ 0 | 0 | 0 | |||
2016 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Number of ordinary shares authorized for issuance | 5,000,000 | 7,100,000 | ||||
AquaVenture Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Number of ordinary shares authorized for issuance | 0 | |||||
Restricted Share and Restricted Share Unit Awards | 2016 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Contractual term | 0 years | |||||
Granted | 400,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Total unrecognized compensation expense | $ 5,100 | |||||
Weighted-average remaining period (in years) | 1 year 7 months 6 days | |||||
Aggregate fair value | $ 6,600 | |||||
Restricted Share and Restricted Share Unit Awards | 2016 Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Vesting Period | 4 years | |||||
Restricted Share and Restricted Share Unit Awards | 2016 Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Vesting Period | 1 year | |||||
Participants Stock Options | AquaVenture Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Contractual term | 10 years | |||||
First Anniversary | Restricted Share and Restricted Share Unit Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Vesting Percentage | 25.00% | |||||
Thereafter | Restricted Share and Restricted Share Unit Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Vesting Period | 3 years | |||||
Vesting Percentage | 75.00% | |||||
2016 ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Number of ordinary shares issued | 22,000 | |||||
Number of ordinary shares authorized for issuance | 700,000 | |||||
2016 ESPP | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Percentage of purchase price of ordinary shares | 85.00% | |||||
Independent Directors Deferred Compensation Program | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Phantom shares awarded percentage | 120.00% | |||||
Independent Directors Deferred Compensation Program | Phantom Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted | 48,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Aggregate fair value | $ 700 | |||||
Phantom shares in equivalent ordinary shares | 6,000 | |||||
Ordinary shares issued | $ 6 | |||||
Number of shares outstanding | 48,000 | |||||
Independent Directors Deferred Compensation Program | Tranche 1 | Phantom Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Granted | 37,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Vesting Period | 12 years | |||||
Independent Directors Deferred Compensation Program | Tranche 2 | Phantom Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Vested | (11,000) | |||||
Selling, General and Administrative Expenses | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Allocated Share-based Compensation Expense | $ 11,000 | 11,700 | 4,000 | |||
Cost of revenues | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Allocated Share-based Compensation Expense | $ 200 | $ 400 | $ 0 | |||
Ordinary Share Units | Participants Stock Options | 2016 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||
Contractual term | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Weighted-average remaining period (in years) | 1 year | |||||
Ordinary Share Units | Participants Stock Options | 2016 Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Vesting Period | 4 years | |||||
Ordinary Share Units | Participants Stock Options | 2016 Plan | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||||
Vesting Period | 2 years |
Loss per Share (Details)
Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 06, 2016 | |
Common stock outstanding | 26,780,000 | 26,482,000 | 26,780,000 | 26,482,000 | |||||||||
Numerator: | |||||||||||||
Net loss | $ (6,729) | $ (2,732) | $ (4,921) | $ (6,346) | $ (6,315) | $ (7,288) | $ (5,290) | $ (6,001) | $ (7,314) | $ (20,728) | $ (24,894) | $ (20,919) | |
Denominator: | |||||||||||||
Weighted-average ordinary shares outstanding - basic and diluted | 25,784,000 | 26,583,000 | 26,426,000 | 25,784,000 | |||||||||
Loss per share - basic and diluted | $ (0.25) | $ (0.10) | $ (0.19) | $ (0.24) | $ (0.24) | $ (0.28) | $ (0.20) | $ (0.23) | $ (0.28) | $ (0.78) | $ (0.94) | ||
Weighted average outstanding share awards excluded from the calculation of diluted earnings per share | 4,100,000 | ||||||||||||
Ordinary Share Units | |||||||||||||
Common stock outstanding | 0 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Jun. 06, 2014 | Apr. 01, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Contribution Plan Disclosure [Line Items] | ||||||
Defined contribution plan expenses | $ 0.8 | $ 0.7 | $ 0.8 | |||
SSW Plan | ||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||
Percentage employer match of employee's gross pay | 6.00% | 3.00% | ||||
Percentage of employee contributions matched | 50.00% | |||||
Quench Plan | ||||||
Defined Contribution Plan Disclosure [Line Items] | ||||||
Percentage employer match of employee's gross pay | 6.00% | |||||
Percentage of employee contributions matched | 50.00% |
Commitments and Contingencies -
Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Accretion of obligation | $ 50 | $ 49 | $ 43 |
Valuation adjustment | 0 | 0 | $ 0 |
Estimated remaining undiscounted payments for asset retirement obligations | 1,500 | ||
Accrued Liabilities | |||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Current portion of the ARO liabilities | 700 | 26 | |
Other Noncurrent Liabilities | |||
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | |||
Long-term portion of the ARO liabilities | $ 500 | $ 1,100 |
Commitments and Contingencies-
Commitments and Contingencies- Acquisition Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure | ||||
Acquisition contingent consideration at beginning of year | $ 50 | |||
Acquired during the period | 3,198 | |||
Payment | $ 100 | 112 | $ 864 | |
Valuation adjustments | (40) | $ 0 | (86) | |
Interest accretion | 13 | 0 | $ 35 | |
Acquisition contingent consideration at end of year | 3,109 | 3,109 | 50 | |
Remaining balance of the acquisition contingent consideration | 2,707 | 2,707 | 50 | |
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 400 | $ 400 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure | |||
Rent expense | $ 2,000 | $ 1,900 | $ 1,900 |
2019 | 2,097 | ||
2020 | 905 | ||
2021 | 990 | ||
2022 | 856 | ||
2023 | 773 | ||
Thereafter | 5,117 | ||
Total | $ 10,738 |
Commitments and Contingencies_3
Commitments and Contingencies- Change in Control Incentive Bonus Plan (Details) - Quench - MIP $ in Millions | Oct. 12, 2016USD ($) | Dec. 31, 2018USD ($) |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Percentage of value of outstanding securities in excess of the threshold used to calculate the bonus pool | 10 | |
Threshold value of securities used to calculate the bonus pool | $ 21 | |
Accrued bonuses | 0 | |
Maximum | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Potential management incentive bonus amount | $ 6 | |
Selling, General and Administrative Expenses | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
MIP payment | $ 6.1 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash paid during the period: | ||||
Income taxes, net | $ 1,903 | $ 1,373 | $ 427 | |
Interest, net | 14,044 | 7,474 | 10,606 | |
Non-Cash Transaction Information: | ||||
Non-cash capital expenditures | 2,890 | 994 | 1,248 | |
Deferred tax adjustment | 1,672 | |||
Unpaid debt financing costs | 86 | 47 | ||
Unpaid offering costs | 1,167 | |||
Deferred offering costs reclassified to additional paid-in-capital | 7,004 | |||
Non-cash issuance of ordinary shares in connection with an acquisition | 2,041 | |||
Components of Total Ending Cash | ||||
Cash and cash equivalents | 56,618 | 118,090 | 95,334 | |
Restricted cash, current | 166 | |||
Restricted cash, non-current | 4,153 | 4,269 | 5,895 | |
Cash, cash equivalents and restricted cash | $ 60,771 | $ 122,359 | $ 101,395 | $ 25,026 |
Segment Reporting - Information
Segment Reporting - Information by Reportable Segment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Reportable segment and reconciliation | ||||||||||||
Number of operating segments | segment | 2 | |||||||||||
Number of reportable segments | segment | 2 | |||||||||||
Total revenues | $ 41,825 | $ 36,824 | $ 34,445 | $ 32,514 | $ 32,205 | $ 29,777 | $ 29,840 | $ 28,941 | $ 145,608 | $ 120,763 | $ 111,572 | |
Cost of Revenue. | 68,106 | 56,408 | 52,831 | |||||||||
Total gross profit | 22,604 | 19,667 | 18,206 | 17,025 | 17,412 | 16,334 | 15,604 | 15,005 | 77,502 | 64,355 | 58,741 | |
Selling, general and administrative expenses | 83,645 | 72,421 | 70,876 | |||||||||
Goodwill impairment | 0 | 0 | 0 | |||||||||
Loss from operations | (1,352) | (1,159) | (1,083) | (2,549) | (1,969) | (2,096) | (1,820) | (2,181) | (6,143) | (8,066) | (12,135) | |
Other expense, net | (15,896) | (13,387) | (8,419) | |||||||||
Loss before income tax expense | (22,039) | (21,453) | (20,554) | |||||||||
Income tax expense (benefit) | (1,311) | 3,441 | 365 | |||||||||
Net loss | (6,729) | $ (2,732) | $ (4,921) | $ (6,346) | (6,315) | $ (7,288) | $ (5,290) | $ (6,001) | $ (7,314) | (20,728) | (24,894) | (20,919) |
Other information: | ||||||||||||
Depreciation and amortization | 34,533 | 29,648 | 27,548 | |||||||||
Interest expense, net | 15,046 | 11,537 | 11,147 | |||||||||
Gain Loss on extinguishment of debt | 1,389 | (1,610) | ||||||||||
Gain on bargain purchase, net of deferred taxes | 1,429 | |||||||||||
Expenditures for long-lived assets | 19,626 | 14,445 | 17,256 | |||||||||
Amortization of deferred financing fees | 963 | 878 | 816 | |||||||||
Total assets | 725,463 | 553,945 | 535,724 | 725,463 | 553,945 | 535,724 | ||||||
Seven Seas Water | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 66,422 | 57,970 | 53,333 | |||||||||
Total gross profit | 36,995 | 30,825 | 27,081 | |||||||||
Selling, general and administrative expenses | 30,143 | 28,431 | 24,307 | |||||||||
Loss from operations | 6,852 | 2,394 | 2,774 | |||||||||
Other information: | ||||||||||||
Depreciation and amortization | 15,469 | 14,306 | 13,975 | |||||||||
Gain Loss on extinguishment of debt | 820 | (1,610) | ||||||||||
Gain on bargain purchase, net of deferred taxes | 1,429 | |||||||||||
Expenditures for long-lived assets | 3,521 | 1,990 | 5,962 | |||||||||
Amortization of deferred financing fees | 263 | 430 | 599 | |||||||||
Total assets | 385,649 | 254,202 | 273,263 | 385,649 | 254,202 | 273,263 | ||||||
Quench | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 79,186 | 62,793 | 58,239 | |||||||||
Total gross profit | 40,507 | 33,530 | 31,660 | |||||||||
Selling, general and administrative expenses | 48,670 | 39,400 | 44,092 | |||||||||
Loss from operations | (8,163) | (5,870) | (12,432) | |||||||||
Other information: | ||||||||||||
Depreciation and amortization | 19,064 | 15,342 | 13,573 | |||||||||
Gain Loss on extinguishment of debt | 569 | |||||||||||
Expenditures for long-lived assets | 16,105 | 12,455 | 11,294 | |||||||||
Amortization of deferred financing fees | 203 | 250 | 217 | |||||||||
Total assets | 300,195 | 202,456 | 193,427 | 300,195 | 202,456 | 193,427 | ||||||
Corporate & Other | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Selling, general and administrative expenses | 4,832 | 4,590 | 2,477 | |||||||||
Loss from operations | (4,832) | (4,590) | (2,477) | |||||||||
Other information: | ||||||||||||
Amortization of deferred financing fees | 497 | 198 | ||||||||||
Total assets | $ 39,619 | $ 97,287 | $ 69,034 | 39,619 | 97,287 | 69,034 | ||||||
Bulk water | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 57,262 | 53,436 | 50,893 | |||||||||
Cost of Revenue. | 26,516 | 27,145 | 25,525 | |||||||||
Total gross profit | 30,746 | 26,291 | 25,368 | |||||||||
Bulk water | Seven Seas Water | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 57,262 | 53,436 | 50,893 | |||||||||
Total gross profit | 30,746 | 26,291 | 25,368 | |||||||||
Rental | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 64,216 | 52,997 | 48,699 | |||||||||
Cost of Revenue. | 28,025 | 23,484 | 21,437 | |||||||||
Total gross profit | 36,191 | 29,513 | 27,262 | |||||||||
Rental | Seven Seas Water | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 2,318 | |||||||||||
Total gross profit | 1,731 | |||||||||||
Rental | Quench | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 61,898 | 52,997 | 48,699 | |||||||||
Total gross profit | 34,460 | 29,513 | 27,262 | |||||||||
Product sales | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 20,105 | 9,796 | 10,267 | |||||||||
Cost of Revenue. | 13,565 | 5,779 | 5,869 | |||||||||
Total gross profit | 6,540 | 4,017 | 4,398 | |||||||||
Product sales | Seven Seas Water | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 2,817 | 727 | ||||||||||
Total gross profit | 493 | |||||||||||
Product sales | Quench | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 17,288 | 9,796 | 9,540 | |||||||||
Total gross profit | 6,047 | 4,017 | 4,398 | |||||||||
Financing | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 4,025 | 4,534 | 1,713 | |||||||||
Total gross profit | 4,025 | 4,534 | 1,713 | |||||||||
Financing | Seven Seas Water | ||||||||||||
Reportable segment and reconciliation | ||||||||||||
Total revenues | 4,025 | 4,534 | 1,713 | |||||||||
Total gross profit | $ 4,025 | $ 4,534 | $ 1,713 |
Segment Reporting - Revenue Ear
Segment Reporting - Revenue Earned By Major Geographical Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 41,825 | $ 36,824 | $ 34,445 | $ 32,514 | $ 32,205 | $ 29,777 | $ 29,840 | $ 28,941 | $ 145,608 | $ 120,763 | $ 111,572 |
UNITED STATES | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 81,988 | 62,552 | 58,239 | ||||||||
Total Foreign | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 63,620 | 58,211 | 53,333 | ||||||||
TRINIDAD & TOBAGO | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 14,294 | 14,107 | 12,999 | ||||||||
CURACAO | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 7,704 | 7,517 | 7,474 | ||||||||
BRITISH VIRGIN ISLANDS | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 9,821 | 9,069 | 10,861 | ||||||||
TURKS AND CAICOS ISLANDS | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 2,455 | 2,069 | 1,841 | ||||||||
ST MAARTEN | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 7,698 | 7,396 | 8,546 | ||||||||
US VIRGIN ISLANDS | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 10,606 | 9,355 | 9,241 | ||||||||
PERU | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 7,599 | 7,529 | 1,330 | ||||||||
CANADA | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 2,359 | 253 | |||||||||
All Other Countries | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 1,084 | $ 916 | $ 1,041 |
Segment Reporting - Revenues Ea
Segment Reporting - Revenues Earned From Major Customers Seven Seas Water (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 41,825 | $ 36,824 | $ 34,445 | $ 32,514 | $ 32,205 | $ 29,777 | $ 29,840 | $ 28,941 | $ 145,608 | $ 120,763 | $ 111,572 |
Seven Seas Water | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 66,422 | 57,970 | 53,333 | ||||||||
TRINIDAD & TOBAGO | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 14,294 | 14,107 | 12,999 | ||||||||
TRINIDAD & TOBAGO | Seven Seas Water | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 14,294 | $ 14,107 | $ 12,999 | ||||||||
Percentage of total revenues | 10.00% | 12.00% | 12.00% | ||||||||
BRITISH VIRGIN ISLANDS | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 9,821 | $ 9,069 | $ 10,861 | ||||||||
BRITISH VIRGIN ISLANDS | Seven Seas Water | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 9,821 | $ 9,069 | $ 10,861 | ||||||||
Percentage of total revenues | 7.00% | 8.00% | 10.00% |
Segment Reporting - Assets By M
Segment Reporting - Assets By Major Geographic Region (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 165,491 | $ 123,208 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 80,386 | 33,125 |
Total Foreign | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 85,105 | 90,083 |
TRINIDAD & TOBAGO | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 39,030 | 43,622 |
CURACAO | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 3,288 | 5,768 |
BRITISH VIRGIN ISLANDS | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 9,038 | 8,738 |
TURKS AND CAICOS ISLANDS | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 2,914 | 3,012 |
ANGUILLA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 3,425 | |
US VIRGIN ISLANDS | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | 25,314 | 28,103 |
All Other Countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets | $ 2,096 | $ 840 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Data | ||||||||||||
Total revenues | $ 41,825 | $ 36,824 | $ 34,445 | $ 32,514 | $ 32,205 | $ 29,777 | $ 29,840 | $ 28,941 | $ 145,608 | $ 120,763 | $ 111,572 | |
Gross Profit | 22,604 | 19,667 | 18,206 | 17,025 | 17,412 | 16,334 | 15,604 | 15,005 | 77,502 | 64,355 | 58,741 | |
Loss from operations | (1,352) | (1,159) | (1,083) | (2,549) | (1,969) | (2,096) | (1,820) | (2,181) | (6,143) | (8,066) | (12,135) | |
Net loss | $ (6,729) | $ (2,732) | $ (4,921) | $ (6,346) | $ (6,315) | $ (7,288) | $ (5,290) | $ (6,001) | $ (7,314) | $ (20,728) | $ (24,894) | $ (20,919) |
Loss per share - basic and diluted | $ (0.25) | $ (0.10) | $ (0.19) | $ (0.24) | $ (0.24) | $ (0.28) | $ (0.20) | $ (0.23) | $ (0.28) | $ (0.78) | $ (0.94) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event shares in Thousands, $ in Millions | 2 Months Ended |
Feb. 28, 2019USD ($)shares | |
Restricted share units | |
Granted in period | 400 |
Restricted share units granted | $ | $ 8 |
Phantom Shares | |
Granted in period | 17 |
Board of Directors | Restricted share units | |
Vesting Period | 1 year |
Board of Directors | Phantom Shares | |
Vesting Period | 1 year |
First Anniversary | Restricted share units | |
Vesting Percentage | 25.00% |
Thereafter | Restricted share units | |
Vesting Period | 3 years |
Vesting Percentage | 75.00% |